Securities Registration (section 12(b)) (8-a12b)
May 17 2018 - 4:43PM
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)
|
|
|
|
Securities
to be registered pursuant to Section 12(b) of the Act:
|
|
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Title
of each class
to
be so registered
|
|
Name
of each exchange on which
each
class is to be registered
|
7.375%
Senior Notes due 2023
|
|
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 7.375% Senior Notes due 2023 (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. 333-223789) initially filed with the Securities and Exchange Commission (the “
Commission
”)
on March 20, 2018, and declared effective by the Commission on April 6, 2018 and (ii) the information under the heading “Description
of the Notes” included in the Prospectus Supplement with respect to the Senior Notes dated May 14, 2018, filed with the
Commission pursuant to Rule 424(b) of the general rules and regulations of the Securities Act on May 16, 2018, which information
is incorporated herein by reference.
Item
2. Exhibits.
|
4.6
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Form
of 7.375% Senior Notes due 2023 (included as Exhibit A to Exhibit 4.5 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.
May
17, 2018
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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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Title:
Chief Financial Officer and
|
|
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Chief
Operating Officer
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