Securities Registration (section 12(b)) (8-a12b)
24 September 2019 - 6:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES
EXCHANGE ACT OF 1934
B.
RILEY FINANCIAL, INC.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
27-0223495
|
(State
of incorporation or organization)
|
|
(I.R.S.
Employer Identification No.)
|
21255
Burbank Boulevard, Suite 400
Woodland
Hills, California
|
|
91367
|
(Address
of principal executive offices)
|
|
(Zip
Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered
|
|
Name
of each exchange on which
each
class is to be registered
|
6.50%
Senior Notes due 2026
|
|
The
NASDAQ Stock Market LLC
|
If
this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), check the following box. ☒
If
this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the following box. ☐
If
this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following
box. ☐
Securities
Act registration statement or Regulation A offering statement file number to which this form relates: Not applicable
Securities
to be registered pursuant to Section 12(g) of the Act: None
Item
1. Description of Registrant’s Securities to be Registered.
The
class of securities to be registered hereby is the 6.50% Senior Notes due 2026 (the “Senior Notes”) of B. Riley
Financial, Inc. (the “Company”). For a description of the Senior Notes, reference is made to (i) the information
under the heading “Description of the Debt Securities” in the Company’s shelf registration statement on Form
S-3 (Registration No. 333-228731) initially filed with the Securities and Exchange Commission (the “Commission”)
on December 10, 2018, and declared effective by the Commission on December 17, 2018 and (ii) the information under the heading
“Description of the Notes” included in the Prospectus Supplement with respect to the Senior Notes dated September
18, 2019, filed with the Commission pursuant to Rule 424(b) of the general rules and regulations of the Securities Act on September
18, 2019, which information is incorporated herein by reference.
Item
2. Exhibits.
4.1
|
Base Indenture, dated as of May 7, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 7, 2019).
|
|
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4.2
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First Supplemental Indenture, dated as of May 7, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 7, 2019).
|
|
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4.3
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Second Supplemental Indenture, dated as of September 23, 2019, by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report 8-K filed on September 23, 2019).
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|
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4.4
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Form of 6.50% Senior Notes due 2026 (included as Exhibit A to Exhibit 4.3 above).
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
September
23, 2019
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B.
RILEY FINANCIAL, INC.
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|
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By:
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/s/
Phillip J. Ahn
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|
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Name:
Phillip J. Ahn
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|
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Title:
Chief Financial Officer and
|
|
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Chief
Operating Officer
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2
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