Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
03 October 2019 - 7:02AM
Edgar (US Regulatory)
Issuer
Free Writing Prospectus
Filed
pursuant to Rule 433
Registration
No. 333-233907
B.
RILEY FINANCIAL, INC.
2,000,000 Depositary Shares
Each
Representing a 1/1000th Interest in a Share of
6.875%
Series A Cumulative Perpetual Preferred
(Liquidation
Amount $25 per Depositary Share)
Final
Term Sheet
Issuer:
|
B. Riley
Financial, Inc.
|
Securities:
|
Depositary Shares
(the “Shares”) each representing a 1/1000th fractional interest in a share of 6.875% Series A Cumulative Perpetual
Preferred Stock (the “Series A Preferred Stock”)
|
Number of Shares:
|
2,000,000 Shares
(representing 2,000 shares of Series A Preferred Stock)
|
Option to Purchase
Additional Shares:
|
Up to 300,000 Shares
(representing 300 shares of Series A Preferred Stock)
|
Trade Date:
|
October 2, 2019
|
Settlement Date:
|
October 7, 2019
|
Listing:
|
Expected NASDAQ
“RILYP”
|
Size:
|
$50,000,000
|
Overallotment Option:
|
Up to $7,500,000
|
Maturity Date:
|
Perpetual (unless
redeemed by Issuer on or after October 7, 2024 or in connection with a change of control or delisting event).
|
Rating:
|
The Series A Preferred
Stock will not be rated.
|
Dividend Rate (Cumulative):
|
We will pay cumulative
cash dividends on the Series A Preferred Stock, when and as declared by our Board of Directors, at the rate of 6.875% of the
$25,000.00 liquidation preference ($25.00 per depositary share) per year (equivalent to $1718.75 or $1.71875 per depositary
share).
|
Dividend Payment
Dates:
|
Dividends will be
payable quarterly in arrears, on or about the last day of January, April, July and October, beginning on or about October 31,
2019; provided that if any dividend payment date is not a business day, then the dividend which would otherwise have been
payable on that dividend payment date may be paid on the next succeeding business day, and no interest, additional dividends
or other sums will accumulate. Dividends will accumulate and be cumulative from, and including, the date of original issuance,
which is expected to be October 7, 2019. The first dividend, which is scheduled to be paid on or about October 31, 2019
in the amount of $0.11458333 per depositary share, will be for less than a full quarter and will cover the period from, and
including, the first date we issue and sell the depositary shares through, but not including, October 31, 2019.
|
Price to the Public:
|
100%
|
Day Count:
|
30/360
|
Liquidation Preference:
|
The liquidation
preference of each share of Series A Preferred Stock is $25,000.00 ($25.00 per depositary share). Upon liquidation, Series
A Preferred Stock shareholders will be entitled to receive the liquidation preference with respect to their shares of Series
A Preferred Stock plus an amount equal to accumulated but unpaid dividends with respect to such shares.
|
Optional Redemption:
|
Series A Preferred Stock is not redeemable by the Issuer prior to the fifth anniversary of the issue date,
except as described below in “Special Optional Redemption Upon a Change of Control or Delisting Event.” After fifth
anniversary of the issue date, the Issuer may redeem the Series A Preferred Stock, in whole or from time to time in part, for cash
at a redemption price equivalent to $25.00 per depositary share, plus accumulated and unpaid dividends to, but not including, the
redemption date.
|
Special Optional
Redemption Upon a Change of Control or Delisting Event:
|
Special optional
redemption by the Company upon a change of control or delisting event, in whole or in part, for $25.00 per depositary share,
plus accrued but unpaid dividends, to, but not including, the redemption date (the “Redemption Right”). The circumstances
that will constitute a “change of control” and a “delisting event” will be set forth in the documents
governing the Series A Preferred Stock.
|
Special Conversion
Right Upon a Change of Control or Delisting Event:
|
Upon the occurrence
of a change of control or delisting event, in the event the Company does not exercise the Redemption Right, holders of the
Series A Preferred Stock will have the right to convert some or all of the Series A Preferred Stock held by such holder into
a number of common shares at a predetermined ratio.
|
DRD/QDI Eligible:
|
Yes
|
Minimum Denomination
/ Multiples:
|
$25.00/$25.00
|
CUSIP/ISIN:
|
05580M 876 / US05580M8762
|
Book-Running Managers:
|
B. Riley FBR, Inc.,
Incapital LLC, Janney Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc.
|
Co-Managers:
|
Wedbush Securities
Inc., William Blair & Company, L.L.C., Boenning & Scattergood
|
Conflict of Interest:
|
B.
Riley FBR, Inc. our wholly-owned subsidiary, will participate in the offering of the depositary shares as a joint
book-running manager.
Therefore,
B. Riley FBR, Inc. has a “conflict of interest” in this offering within the meaning of Rule 5121 of the Financial
Industry Regulatory Authority (“FINRA”). Accordingly, this offering will be made in compliance with the applicable
provisions of FINRA Rule 5121(a)(2), which requires that a “qualified independent underwriter” as defined
in FINRA Rule 5121(f)(5), participate in the preparation of the registration statement and prospectus and exercise its
usual standards for due diligence in respect thereto. Incapital LLC has agreed to act as the qualified independent underwriter
for this offering and has agreed in so acting to undertake the legal responsibilities and liabilities of an underwriter
under the Securities Act, specifically including those inherent in Section 11 thereof. Incapital LLC will not receive
a fee for acting as the qualified independent underwriter for this offering.
|
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 September 30, 2019) and a preliminary prospectus
supplement dated October 2, 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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