Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
19 September 2019 - 7:03AM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration No. 333-228731
B. RILEY FINANCIAL, INC.
US $100,000,000
6.50% Senior Notes Due 2026
Final Term Sheet
Issuer:
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B. Riley Financial, Inc.
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Securities:
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6.50% Senior Notes Due 2026 (the “Notes”)
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Type:
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SEC Registered
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Trade Date:
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September 18, 2019
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Settlement Date:
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September 23, 2019
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Listing:
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Expected NASDAQ “RILYN”
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Size:
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$100,000,000
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Overallotment Option:
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$15,000,000
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Maturity Date:
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September 30, 2026
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Ratings:
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The Notes have received a “BBB+” investment-grade rating from Egan-Jones Rating Co., an independent, unaffiliated rating agency. Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agency by the Issuer and information obtained by the rating agency from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the Notes. Each rating should be evaluated independently of any other rating.
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Annual Coupon:
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6.50%, paid quarterly in arrears
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Interest Payment Dates:
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January 31, April 30, July 31 and October 31, commencing October 31, 2019, and at maturity
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Price to the Public:
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100%
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Day Count:
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30/360
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Optional Redemption:
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The Notes may be redeemed for cash in whole or in part at any time at the issuer’s option (i) on or after
September 30, 2022 and prior to September 30, 2023, at a price equal to $25.50 per Note, plus accrued and unpaid interest to, but
excluding, the date of redemption, (ii) on or after September 30, 2023 and prior to September 30, 2024, at a price equal to $25.25
per Note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after September 30, 2024
and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding,
the date of redemption.
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Minimum Denomination / Multiples:
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$25.00/$25.00
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CUSIP/ISIN:
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05580M 801/US05580M8010
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Book-Running Managers:
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B. Riley FBR, Inc., Janney Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc., Incapital LLC
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Co-Managers:
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Boenning & Scattergood, Wedbush Securities Inc., William Blair & Company, L.L.C.
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This communication is intended for
the sole use of the person to whom it is provided by the issuer.
The issuer has filed a registration
statement (including a base prospectus dated December 17, 2018) and a preliminary prospectus supplement dated September 18, 2019
with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for
more complete information about the issuer and this offering.
You may get these documents for free
by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request them from
B. Riley FBR, Inc. by calling (703) 312-9580 or by emailing prospectuses@brileyfbr.com.
ANY DISCLAIMERS OR OTHER NOTICES
THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE
AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
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