Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
May 23 2017 - 9:04AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 23, 2017
B. RILEY FINANCIAL, INC.
(Exact name of registrant as specified in its
charter)
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Delaware
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001-37503
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27-0223495
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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21255 Burbank Boulevard, Suite
400
Woodland Hills, California
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91367
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
(818) 884-3737
(Former name or former address,
if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 8.01. Other Events.
B. Riley Financial, Inc. (the “Company”) is filing
this Current Report on Form 8-K with the Securities and Exchange Commission providing unaudited pro forma consolidated financial
statements and explanatory notes as of March 31, 2017, for the three month period ended March 31, 2017 and for the year ended
December 31, 2016 (the “Unaudited Pro Forma Statements”) relating to the merger of FBR & Co. (“FBR”)
with and into the Company (or a subsidiary of the Company), with the Company (or its subsidiary) as the surviving corporation
(the “FBR Merger”), pursuant to an Agreement and Plan of Merger between the Company and FBR dated as of March 15,
2017, and effective as of February 17, 2017 (as amended, modified or otherwise supplemented), filed as Exhibit 2.1 to the Company’s
Current Report on Form 8-K on February 21, 2017.
The Unaudited Pro Forma Statements show the impact of the FBR Merger
on the historical financial position and results of operations of the Company and FBR. The Unaudited Pro Forma Statements are presented
for illustrative purposes only and do not necessarily indicate the financial results of the combined companies had the companies
actually been combined at the beginning of the period presented. The Unaudited Pro Forma Statements are attached as Exhibit 99.1
to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Additional Information about the Pending Acquisition of FBR &
Co. and Where to Find It
Stockholders are urged to carefully review and consider each of
B. Riley Financial, Inc.’s and FBR & Co.’s public filings with the SEC, including but not limited to their Annual
Reports on Form 10-K, their proxy statements, their Current Reports on Form 8-K and their Quarterly Reports on Form 10-Q. In connection
with B. Riley Financial, Inc.’s pending acquisition of FBR & Co., B. Riley Financial, Inc. has filed with the SEC a Registration
Statement on Form S-4 (the “Registration Statement”) that includes a Joint Proxy Statement of B. Riley Financial, Inc.
and FBR & Co. and a Prospectus of B. Riley Financial, Inc. (the “Joint Proxy/Prospectus”), as well as other relevant
documents concerning the transaction. Stockholders of B. Riley Financial, Inc. and FBR & Co. are urged to carefully read the
Registration Statement and the Joint Proxy/Prospectus regarding the pending acquisition of FBR & Co. in their entirety and
any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain
important information. The Joint Proxy/Prospectus has been sent to the stockholders of B. Riley Financial, Inc. and FBR & Co.
The Joint Proxy/Prospectus and other relevant materials filed with the SEC may be obtained free of charge at the SEC’s Website
at
http://www.sec.gov
. FBR &
Co
. AND B. RILEY FINANCIAL,
Inc
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STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY/PROSPECTUS AND THE OTHER RELEVANT MATERIALS BEFORE VOTING ON THE TRANSACTION.
Investors will also be able to obtain these documents, free of charge,
from FBR & Co. by accessing FBR & Co.’s website at
www.fbr.com
under the tab “Investor Relations”
or from B. Riley Financial, Inc. at
www.brileyfin.com
under the tab “Investor Relations.” Copies can also be
obtained, free of charge, by directing a written request to B. Riley Financial, Inc., Attention: Corporate Secretary, 21255 Burbank
Boulevard, Suite 400, Woodland Hills, California 91367 or to FBR & Co., Attention: Corporate Secretary, 1300 North Seventeenth
Street, Arlington, Virginia 22209.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
May 23, 2017
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B. RILEY FINANCIAL, INC.
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By:
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/s/ Phillip J. Ahn
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Name: Phillip J. Ahn
Title: Chief Financial Officer and Chief Operating Officer
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