Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
01 Décembre 2021 - 1:09PM
Edgar (US Regulatory)
Filed pursuant to Rule 433
Registration No. 333-252513
Issuer Free Writing Prospectus
Supplementing the Preliminary Prospectus Supplement
dated November 29, 2021
B. RILEY FINANCIAL, INC.
US $300,000,000
5.00% Senior Notes Due 2026
Final Term Sheet
December 1, 2021
This pricing term sheet is qualified in its entirety
by reference to the Preliminary Prospectus Supplement, dated November 29, 2021 (the “Preliminary Prospectus Supplement”).
The information in this pricing term sheet supplements the Preliminary Prospectus Supplement and updates and supersedes the information
in the Preliminary Prospectus Supplement to the extent it is inconsistent with the information in the Preliminary Prospectus Supplement.
Terms used and not defined herein have the meanings assigned in the Preliminary Prospectus Supplement.
Issuer:
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B. Riley Financial, Inc.
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Securities:
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5.00% 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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December 1, 2021
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Settlement Date:
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December 3, 2021
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Listing:
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Expected NASDAQ “RILYG”
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Size:
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$300,000,000
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Option:
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$45,000,000
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Maturity Date:
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December 31, 2026
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Ratings:
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The Notes have received a “BBB+” investment-grade rating from Egan-Jones Ratings 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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5.00%, 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 January 31, 2022, 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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Prior to October 2, 2026, the Company may, at its option, redeem the Notes,
for cash in whole or in part at any time, at a redemption price equal to the sum of (i) 100% of the principal amount of the Notes to be
redeemed plus accrued and unpaid interest to, but excluding, the date of redemption and (ii) the Make-Whole Amount (as defined in the
Preliminary Prospectus Supplement).
On or after October 2, 2026 and prior to maturity, the Company may, at
its option, redeem the Notes for cash in whole or in part at any time, at a redemption 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 793/US05580M7939
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Book-Running Managers:
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B. Riley Securities, Inc., Janney Montgomery Scott LLC, Oppenheimer & Co. Inc., Ladenburg Thalmann & Co. Inc., William Blair & Company, L.L.C., InspereX LLC
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Lead Manager:
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EF Hutton, division of Benchmark Investments, LLC
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Co-Managers:
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Aegis Capital Corp., Boenning & Scattergood, Inc., Brownstone Investment Group, LLC, Colliers Securities LLC, Huntington Securities, Inc., Newbridge Securities Corporation, Wedbush Securities Inc.
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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 an automatic shelf registration
statement (including a base prospectus dated January 28, 2021) and Preliminary Prospectus Supplement 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, the Preliminary Prospectus Supplement 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 Securities, Inc.
by calling (703) 312-9580 or by emailing prospectuses@brileysecurities.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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