Bond B. Riley Holdings 6.75% ( US05580M7020 ) in USD

B. Riley Holdings

100 % ⇌

United States

US05580M7020 ( in USD )

6.75% per year ( payment 2 times a year)

31/05/2024 - Bond has expired

Prospectus brochure of the bond B. Riley Financial US05580M7020 in USD 6.75%, expired

25 USD

87 000 000 USD

05580M702

N/A

B. Riley Financial is a diversified financial services company offering investment banking, wealth management, and asset management services, primarily focused on middle-market companies and entrepreneurs.

B. Riley Financial's USD 87,000,000 6.75% bond (CUSIP: 05580M702, ISIN: US05580M7020), issued in the United States, matured on May 31, 2024, and has been repaid at 100% of face value.

424B5 1 s118002_424b5.htm 424B5

Filed pursuant to Rule 424(b)(5)
Registration No. 333-228731

PROSPECTUS SUPPLEMENT
(To prospectus dated December 17, 2018)

$87,000,000

6.75% Senior Notes due 2024

B. Riley Financial, Inc. is offering $87,000,000 principal amount of our 6.75% Senior Notes due 2024 (the "Notes") as described in this
prospectus supplement and the accompanying prospectus. Interest on the Notes will accrue from May 7, 2019 and will be paid quarterly in arrears
on January 31, April 30, July 31 and October 31 of each year, commencing on July 31, 2019, and at maturity. The Notes will mature on May 31,
2024. We may redeem the Notes for cash in whole or in part at any time at our option (i) on or after May 31, 2021 and prior to May 31, 2022, at a
price equal to $25.50 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after May 31, 2022 and prior to
May 31, 2023, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iii) on or after
May 31, 2023 and prior to maturity, at a price equal to 100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date
of redemption. See "Description of the Notes -- Optional Redemption." The Notes will be issued in denominations of $25 and in integral multiples
thereof.

The Notes will be our senior unsecured obligations and will rank equal in right of payment with all of our existing and future senior unsecured
and unsubordinated indebtedness. The Notes will be effectively subordinated in right of payment to all of our existing and future secured
indebtedness, and the Notes will be structurally subordinated to all existing and future indebtedness (including trade payables) of our subsidiaries.

Investing in the Notes involves a high degree of risk. You should carefully consider the risks described under "Risk Factors"
beginning on page S-10 of this prospectus supplement and in the documents incorporated by reference in this prospectus supplement and
the accompanying prospectus.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.

We intend to apply to list the Notes on the Nasdaq Global Market ("NASDAQ"). If approved for listing, trading on NASDAQ is expected to
begin within 30 business days of May 7, 2019, the original issue date.

Per Note

Total

Public offering price(1)
$
25.00 $
87,000,000
Underwriting discount(2)
$
0.7875 $
2,740,500
Proceeds, before expenses, to us(1)
$
24.2125 $
84,259,500

(1) Plus accrued interest from May 7, 2019, if the initial settlement occurs after that date.

(2) See "Underwriting" for a description of all underwriting compensation payable in connection with this offering.

We have granted the underwriters an option to purchase up to an additional $13,050,000 aggregate principal amount of Notes within 30 days
from the date of this prospectus supplement solely to cover overallotments.

The underwriters expect to deliver the Notes to purchasers in book-entry form through the facilities of The Depository Trust Company for the
accounts of its participants on or about May 7, 2019.
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Book-Running Managers

B. Riley FBR
Janney Montgomery Scott
Ladenburg Thalmann
Incapital

Co-Managers

Boenning & Scattergood, Inc.
Wedbush Securities
William Blair

The date of this prospectus supplement is May 2, 2019.

TABLE OF CONTENTS

Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT
S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
S-1
PROSPECTUS SUPPLEMENT SUMMARY
S-3
THE OFFERING
S-8
RISK FACTORS
S-10
USE OF PROCEEDS
S-52
CAPITALIZATION
S-53
DESCRIPTION OF THE NOTES
S-54
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-65
UNDERWRITING (Conflicts of Interest)
S-70
EXPERTS
S-74
LEGAL MATTERS
S-74
INFORMATION INCORPORATED BY REFERENCE
S-74

Prospectus

Page
ABOUT B. RILEY FINANCIAL, INC.
1
RISK FACTORS
3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
17
DETERMINATION OF OFFERING PRICE
18
USE OF PROCEEDS
18
SECURITIES WE MAY OFFER
18
DESCRIPTION OF CAPITAL STOCK
19
DESCRIPTION OF WARRANTS
21
DESCRIPTION OF DEBT SECURITIES
21
DESCRIPTION OF UNITS
27
PLAN OF DISTRIBUTION
28
LEGAL MATTERS
30
EXPERTS
30
WHERE YOU CAN FIND MORE INFORMATION
30
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
31

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and
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Exchange Commission ("SEC") utilizing a "shelf" registration process. This document is in two parts. The first part is this prospectus supplement,
including the documents incorporated by reference, which describes the specific terms of this offering. The second part, the accompanying
prospectus, including the documents incorporated by reference, provides more general information. Generally, when we refer to this prospectus, we
are referring to both parts of this document combined. We urge you to carefully read this prospectus supplement and the accompanying prospectus,
and the documents incorporated by reference herein and therein, before buying any of the securities being offered under this prospectus
supplement. This prospectus supplement may add or update information contained in the accompanying prospectus and the documents incorporated
by reference therein. To the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the
accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this prospectus supplement, the
statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such
documents incorporated by reference therein.

You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, or incorporated by
reference herein or therein. Neither we nor the underwriters have authorized anyone to provide you with different information. No dealer,
salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus supplement and the
accompanying prospectus. You should not rely on any unauthorized information or representation. This prospectus supplement is an offer to sell
only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the
information in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front of the applicable document
and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of
the date of delivery of this prospectus supplement or the accompanying prospectus, or any sale of a security.

As used in this prospectus, unless the context indicates or otherwise requires, "the Company," "B. Riley," "we," "us" or "our" refer to the
combined business of B. Riley Financial, Inc. and its consolidated subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-
looking statements within the meaning of Section 27A of the Securities Act, as amended (the "Securities Act"), and Section 21E of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). These statements involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or
achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements
relating to our future financial performance, the growth of the market for our services, expansion plans and opportunities and statements regarding
our intended uses of the proceeds of the securities offered hereby. In some cases, you can identify forward-looking statements by terminology such
as "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should,"
"will," "would," the negative of such terms or other comparable terminology. The statements we make regarding the following subject matters are
forward-looking by their nature: plans, objectives, expectations and intentions and other factors discussed in "Risk Factors" contained in this
prospectus.

The forward-looking statements contained in this prospectus supplement reflect our current views about future events, are based on
assumptions, and are subject to known and unknown risks and uncertainties. Many important factors could cause actual results or achievements to
differ materially from any future results or achievements expressed in or implied by our forward-looking statements, including the factors listed
below. Many of the factors that will determine future events or achievements are beyond our ability to control or predict. Certain of these are
important factors that could cause actual results or achievements to differ materially from the results or achievements reflected in our forward-
looking statements, including, but not limited to:

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volatility in our revenues and results of operations;

S-1

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changing conditions in the financial markets;

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our ability to generate sufficient revenues to achieve and maintain profitability;

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the short term nature of our engagements;

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the accuracy of our estimates and valuations of inventory or assets in "guarantee" based engagements;

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competition in the asset management business;

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potential losses related to our auction or liquidation engagements;

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our dependence on communications, information and other systems and third parties;

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potential losses related to purchase transactions in our Auction and Liquidations business;

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the potential loss of financial institution clients;

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potential losses from or illiquidity of our proprietary investments;

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changing economic and market conditions;

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potential liability and harm to our reputation if we were to provide an inaccurate appraisal or valuation;

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potential mark-downs in inventory in connection with purchase transactions;

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failure to successfully compete in any of our segments;

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loss of key personnel;

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our ability to borrow under our credit facilities as necessary;

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failure to comply with the terms of our credit agreements;

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our ability to meet future capital requirements;

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our ability to realize the benefits of our completed and proposed acquisitions, including our ability to achieve anticipated
opportunities and operating cost savings, and accretion to reported earnings estimated to result from completed and proposed
acquisitions in the time frame expected by management or at all;

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our ability to promptly and effectively integrate our business with that of magicJack;

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the reaction to the magicJack acquisition of our and magicJack's customers, employees and counterparties; and

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the diversion of management time on acquisition-related issues.

The forward-looking statements contained in this prospectus supplement reflect our views and assumptions only as of the date of this
prospectus supplement. You should not place undue reliance on forward-looking statements. Except as required by law, we assume no
responsibility for updating any forward-looking statements nor do we intend to do so. Our actual results, performance or achievements could differ
materially from the results expressed in, or implied by, these forward-looking statements. The risks included in this section are not exhaustive.
Additional factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth in the
section entitled "Risk Factors" beginning on page S-10.

S-2

PROSPECTUS SUPPLEMENT SUMMARY

This summary is not complete and does not contain all of the information that you should consider before investing in the securities offered
by this prospectus supplement and accompanying prospectus. You should read this summary together with the entire prospectus supplement and
the accompanying prospectus, including our financial statements, the notes to those financial statements and the other documents that are
incorporated by reference in this prospectus supplement and the accompanying prospectus, before making an investment decision. See "Risk
Factors" beginning on page S-10 of this prospectus supplement for a discussion of the risks involved in investing in our securities.

Our Business

B. Riley Financial, Inc. (NASDAQ: RILY) and its subsidiaries provide collaborative financial services and solutions through several
operating subsidiaries including:
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?
B. Riley FBR, Inc. ("B. Riley FBR") is a leading, full service investment bank providing financial advisory, corporate finance,
research, securities lending and sales and trading services to corporate, institutional and high net worth individual clients. B. Riley
FBR was formed in November 2017 through the merger of B. Riley & Co, LLC and FBR Capital Markets & Co., which we acquired
in June 2017; the name of the combined broker dealer was subsequently changed to B. Riley FBR, Inc.

?
B. Riley Wealth Management, Inc. provides comprehensive wealth management and brokerage services to individuals and families,
corporations and non-profit organizations, including qualified retirement plans, trusts, foundations and endowments. B. Riley Wealth
Management was formerly Wunderlich Securities, Inc., which we acquired in July 2017 and changed the name in June 2018.

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B. Riley Capital Management, LLC, a Securities and Exchange Commission ("SEC") registered investment advisor, which includes:

?
B. Riley Asset Management, an advisor to certain private funds and to institutional and high net worth investors;

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Great American Capital Partners, LLC ("GACP"), the general partner of two private funds, GACP I, L.P. and GACP II,
L.P., both direct lending funds that provide senior secured loans and second lien secured loan facilities to middle market
public and private U.S. companies

?
GlassRatner Advisory & Capital Group LLC ("GlassRatner"), a specialty financial advisory services firm that provides consulting
services to shareholders, creditors and companies, including due diligence, fraud investigations, corporate litigation support, crisis
management and bankruptcy services. We acquired GlassRatner on August 1, 2018. GlassRatner strengthens B. Riley's diverse
platform and complements the restructuring services provided by B. Riley FBR.

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Great American Group, LLC, a leading provider of asset disposition and auction solutions to a wide range of retail and industrial
clients.

?
Great American Group Advisory and Valuation Services, LLC, a leading provider of appraisal and valuation services for asset based
lenders, private equity firms and corporate clients.

We also pursue a strategy of investing in or acquiring companies which we believe have attractive investment return characteristics. We
acquired United Online, Inc. ("UOL") on July 1, 2016 and magicJack VocalTec Ltd. ("magicJack") on November 14, 2018 as part of our
principal investment strategy.

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UOL is a communications company that offers consumer subscription services and products, consisting of Internet access services and
devices under the NetZero and Juno brands primarily sold in the United States.

S-3

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magicJack is a voice over IP ("VoIP") cloud-based technology and services communications provider.

We are headquartered in Los Angeles with offices in major cities throughout the United States including New York, Chicago, Boston,
Dallas, Memphis, Metro Washington D.C. and West Palm Beach.

For financial reporting purposes we classify our businesses into four operating segments: (i) Capital Markets, (ii) Auction and Liquidation,
(iii) Valuation and Appraisal and (iv) Principal Investments - United Online and magicJack.

Capital Markets Segment. Our Capital Markets segment provides a full array of investment banking, corporate finance, consulting,
financial advisory, research, securities lending, wealth management and sales and trading services to corporate, institutional and high net worth
clients. Our corporate finance and investment banking services include merger and acquisitions as well as restructuring advisory services to
public and private companies, initial and secondary public offerings, and institutional private placements. In addition, we trade equity securities
as a principal for our account, including investments in funds managed by our subsidiaries. Our Capital Markets segment also includes our asset
management businesses that manage various private and public funds for institutional and individual investors.

Auction and Liquidation Segment. Our Auction and Liquidation segment utilizes our significant industry experience, a scalable network of
independent contractors and industry-specific advisors to tailor our services to the specific needs of a multitude of clients, logistical challenges
and distressed circumstances. Furthermore, our scale and pool of resources allow us to offer our services across North American as well as parts
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of Europe, Asia and Australia. Our Auction and Liquidation segment operates through two main divisions, retail store liquidations and
wholesale and industrial assets dispositions. Our wholesale and industrial assets dispositions division operates through limited liability
companies that are controlled by us.

Valuation and Appraisal Segment. Our Valuation and Appraisal segment provides valuation and appraisal services to financial
institutions, lenders, private equity firms and other providers of capital. These services primarily include the valuation of assets (i) for purposes
of determining and monitoring the value of collateral securing financial transactions and loan arrangements and (ii) in connection with potential
business combinations. Our Valuation and Appraisal segment operates through limited liability companies that are majority owned by us.

Principal Investments - United Online and magicJack Segment. Our Principal Investments - United Online and magicJack segment
consists of businesses which have been acquired primarily for attractive investment return characteristics. Currently, this segment includes
UOL, through which we provide consumer Internet access, and magicJack, through which we provide VoIP communication and related product
and subscription services.

Recent Developments

We believe a key differentiator of our business is the ability to pursue a diversified strategy of utilizing our balance sheet for the purchase
of assets, for equity investments, to provide backstop commitments, and to assist our clients in closing transactions. We have employed this
strategy throughout our history. We aim to structure these transactions to mitigate our downside risk and provide for returns consistent with our
past performance. GACP from time to time participates in and provides capital for these transactions. We are currently exploring other
opportunities to utilize our balance sheet and deploy capital in a manner consistent with our diversified strategy and complementary to the
transactions that we closed in 2018.

On April 5, 2019, B. Riley FBR, Inc. agreed to provide Babcock & Wilcox, Inc., a Delaware corporation ("B&W"), with (i) $150.0 million
in additional commitments under Tranche A-3 of last out term loans and (ii) an incremental uncommitted facility of up to $15.0 million
pursuant to Amendment No. 16, to B&W's Credit Agreement, dated May 11, 2015 (as amended to date, the "B&W Credit Agreement"), with
Bank of America, N.A., as administrative agent and lender, and the other lenders party thereto. B. Riley FBR and Vintage Capital Management,
LLC ("Vintage Capital") are each lenders with respect to B&W's last out term loans under the B&W Credit Agreement. Additionally, Kenneth
Young, the President of B. Riley Financial, Inc., is the Chief Executive Officer of B&W.

S-4

In connection with the provisions of the Tranche A-3 last out term loans, B&W, B. Riley FBR and Vintage Capital entered into a letter
agreement (the "Letter Agreement") on April 5, 2019, pursuant to which the parties agreed to use their reasonable best efforts to effect a series
of equitization transactions for a portion of the last out term loans extended under the B&W Credit Agreement, subject to, among other things,
approval by B&W's shareholders. These transactions (the "Equitization Transactions") consist of: (i) a $50.0 million rights offering (the
"Rights Offering") allowing B&W's shareholders to subscribe for shares of B&W's Common Stock at a price of $0.30 per share (the
"Subscription Price"), the proceeds of which will be used to prepay a portion of the last out term loans under the B&W Credit Agreement, (ii)
the exchange of Tranche A-1 last out term loans under the B&W Credit Agreement for shares of B&W's Common Stock at a price per share
equal to the Subscription Price, and (iii) the issuance to B. Riley or its designees of an aggregate of 16,667,667 warrants, each to purchase one
share of B&W's Common Stock at an exercise price of $0.01 per share. B. Riley FBR will use its reasonable best efforts to act as a backstop for
the Rights Offering to the extent the Rights Offering is not fully subscribed, by exchanging last out term loans that it holds for any unsubscribed
shares in the offering at a price per share equal to the Subscription Price. The issuance of any shares of B&W's Common Stock (or other
securities) in connection with the Equitization Transactions is subject to the receipt of all required shareholder approvals, and no shares of
B&W's Common Stock (or other securities) will be issued before such approvals have been obtained.

The parties to the Letter Agreement have also agreed to negotiate one or more agreements that will provide B. Riley FBR and Vintage
Capital with certain governance rights, including (i) the right for B. Riley FBR and Vintage Capital to each nominate up to three individuals to
serve on B&W's board of directors (the "B&W Board"), subject to certain continued lending and equity ownership thresholds and (ii) pre-
emptive rights permitting B. Riley FBR to participate in future issuances of B&W's equity securities. The size of the B&W Board will remain
at seven directors.

On June 17, 2018, we entered into certain agreements pursuant to which we agreed to provide certain debt and equity funding and other
support in connection with the acquisition by Vintage Rodeo Parent, LLC (the "Vintage Parent"), of Rent-A-Center, Inc. ("Rent-A-Center"),
contemplated by that certain merger agreement dated as of June 17, 2018, by and among Vintage Parent, Vintage Rodeo Acquisition, Inc. a
wholly owned subsidiary of Vintage Parent (the "Merger Sub"), and Rent-A-Center (the "Merger Agreement").

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In connection with the Merger Agreement, we and Vintage RTO, L.P., an affiliate of Vintage Parent ("Vintage Merger Guarantor"),
entered into a Limited Guarantee dated as of June 17, 2018 (the "Limited Guarantee"), in favor of Rent-A-Center, pursuant to which we and
Vintage Merger Guarantor (together, the "Merger Guarantors") agreed to guarantee, jointly and severally, to Rent-A-Center the payment,
performance and discharge of all of the liabilities and obligations of Vintage Parent and Merger Sub under the Merger Agreement when required
in accordance with the Merger Agreement (the "Guaranteed Obligations"), including without limitation, (i) termination fees in the amount of
$126.5 million due to Rent-A-Center if the Merger Agreement is properly terminated (the "Termination Fee"); and (ii) reimbursement and
indemnification obligations when required (collectively, the "Guarantee Obligations"), provided, that the liability under the Limited Guarantee
shall not exceed $128.5 million.

In connection with the execution of the Limited Guarantee, the Company entered into a Mutual Indemnity/Contribution Agreement, dated
as of June 17, 2018 (the "Mutual Indemnity Agreement"), with the Vintage Merger Guarantor and Samjor Family, LP (collectively, the
"Vintage Indemnity Parties"). Under the Mutual Indemnity Agreement, the Vintage Indemnity Parties agreed, jointly and severally, to
indemnify and hold harmless us and our affiliates from damages and liabilities arising out of the Guarantee Obligations, other than those caused
by our failure to fund under their debt or equity commitments.

On December 18, 2018, Rent-A-Center purported to terminate the Merger Agreement because the end date of the agreement was allegedly
not extended prior to December 17, 2018 by Vintage Parent. Rent-A-Center delivered notice of such termination to Vintage Parent, and notified
Vintage Parent of its obligation under the terms of the Merger Agreement to pay Rent-A-Center the Termination Fee within three business
days. On December 18, 2018, Vintage Capital Management, LLC, an affiliate of Vintage Parent ("Vintage Capital"), delivered a letter to Rent-
A-Center stating that Rent-A-Center's purported termination of the Merger Agreement is invalid, that it believes the Merger Agreement
remains in effect. On December 21, 2018, Vintage Capital filed a complaint in the Court of Chancery of the State of Delaware (the "Court")
challenging Rent-A-Center's purported termination of the Merger Agreement and demand for payment of the Termination Fee. The relief
sought by Vintage Capital includes declaratory judgements that the Merger Agreement has not been terminated and remains in full force and
effect, that Rent-A-Center has breached its obligations under the Merger Agreement and is not excused from failing to comply with its
obligations thereunder and that the Termination Fee is an unenforceable penalty. On December 28, 2018, Rent-A-Center provided each of the
Company and the Vintage Merger Guarantor with a written request under the Limited Guarantee (a "Performance Demand"), to promptly, and
in any event within ten (10) business days, pay to Rent-A-Center the Guaranteed Obligations (including the Termination Fee) in full.

S-5

On December 30, 2018, we filed a motion in the Court to intervene in the above referenced case filed by Vintage Capital pursuant to which
we sought declaratory judgments, among other things, that the parties agreed to extend the end date under the Merger Agreement and that Rent-
A-Center is estopped from terminating the Merger Agreement, that Rent-A-Center has breached the Merger Agreement and its obligations of
good faith and fair dealing in connection with consummating the Merger, and that the Termination Fee is an unenforceable penalty. On
February 11th and 12th, a trial was held, post-trial briefs were filed on February 22, 2019 and March 1, 2019, and a post-trial hearing was held
on March 11, 2019. On March 14, 2019, the Court issued its Opinion concluding that Rent-A-Center's termination of the merger agreement was
valid and did not rule on the enforceability of the payment of the Termination Fee. The parties submitted supplemental briefs as well as reply
briefs on that issue. On April 22, 2019, the parties announced an agreement in principal to settle the matter and on April 25, 2019 signed a
settlement agreement including a release of claims. The Company is not making any financial contribution in connection with the settlement.

On November 14, 2018, we entered into an agreement to acquire shares of National Holdings Corporation ("National Holdings"), a
NASDAQ-listed issuer, from Fortress Biotech, Inc. for an aggregate purchase price totaling approximately $22.9 million. The transaction was
completed in two tranches. In the first tranche, which was completed in the fourth quarter of 2018, the Company acquired shares representing
24% of the total outstanding shares of National Holdings. The second tranche was contingent upon receipt of the approval of Financial Industry
Regulatory Authority, Inc., which was obtained in the first quarter of 2019. As a result of the closing of the second tranche, we now hold 49% of
the outstanding shares of National Holdings. The equity ownership in National Holdings is accounted for under the equity method of
accounting.

BRPI Acquisition Co LLC, a Delaware limited liability company ("BRPAC"), UOL, and YMax Corporation, a Delaware corporation
("YMax"; and, together with BRPAC and UOL, the "Borrowers"), our indirect wholly-owned subsidiaries, in their capacity of borrowers,
entered into a credit agreement (the "BRPAC Credit Agreement") dated December 19, 2018, with the Banc of California, N.A. in its capacity as
agent and lender and with the other lenders party thereto. Certain of the Borrowers' U.S. subsidiaries are guarantors of all obligations under the
BRPAC Credit Agreement and are parties to the BRPAC Credit Agreement in such capacity (collectively, the "Secured Guarantors"; and,
together with the Borrowers, the "Credit Parties"). In addition, we and B. Riley Principal Investments, LLC, the parent corporation of BRPAC
and our subsidiary, are guarantors of the obligations under BRPAC Credit Agreement pursuant to standalone guaranty agreements pursuant to
which the shares of outstanding membership interests of the BRPAC are pledged as collateral. The obligations under the BRPAC Credit
Agreement are secured by first-priority liens on, and a first-priority security interest in, substantially all of the assets of the Credit Parties,
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including a pledge of (a) 100% of the equity interests of the Credit Parties, (b) 65% of the equity interests in United Online Software
Development (India) Private Limited, a private limited company organized under the laws of India and (c) 65% of the equity interests in
magicJack. The credit facilities under the BRPAC Credit Agreement consist of: (a) a term credit facility under which the Borrowers may borrow
up to $80.0 million on the closing date with a final maturity date of five years from the closing date; and (b) an optional accordion term loan
credit facility under which the Borrowers may borrow up to $10.0 million with a final maturity date of five years from the closing date. On
February 1, 2019, the Borrowers entered into the First Amendment to Credit Agreement and Joinder with City National Bank as a new lender in
which the new lender extended to Borrowers the additional $10.0 million. Borrowings under the BRPAC Credit Agreement are due in quarterly
installments commencing on March 31, 2019 with any remaining amounts outstanding due at maturity. The borrowings under the BRPAC
Credit Agreement bear interest equal to the LIBOR plus a margin of 2.50% to 3.00% depending on the Borrowers' consolidated total funded
debt ratio as defined in the BRPAC Credit Agreement. The proceeds of the BRPAC Credit Agreement were used to refinance a portion of the
purchase price of the recently closed acquisition of magicJack and to pay related costs.

S-6

During 2017 and 2018, we entered into a series of related At the Market Issuance Sales Agreements (the "Sales Agreements") with B. Riley
FBR, Inc. governing an ongoing program of at-the-market sales of our 7.50% Senior Notes due 2021 (the "7.50% 2021 Notes"), our 7.50%
Senior Notes due 2027 (the "7.50% 2027 Notes"), our 7.25% Senior Notes due 2027 (the "7.25% 2027 Notes"), our 7.375% Senior Notes due
2023 (the "7.375% 2023 Notes") and our 6.875% 2023 Notes (the "6.875% 2023 Notes" and, together with the 7.50% 2021 Notes, the 7.50%
2027 Notes, the 7.25% 2027 Notes and the 7.375% 2023 Notes, the "senior notes"). The senior notes were issued pursuant to the Indenture,
dated as of November 2, 2016, as supplemented by a First Supplemental Indenture, dated as of November 2, 2016, the Second Supplemental
Indenture, dated as of May 31, 2017, the Third Supplemental Indenture, dated as of December 13, 2017, the Fourth Supplemental Indenture,
dated as of May 17, 2018, and the Fifth Supplemental Indenture, dated as of September 11, 2018, each between the Company and U.S. Bank,
National Association, as trustee. We filed prospectus supplements under which we sold the senior notes on June 28, 2017, December 19, 2017,
April 25, 2018, June 5, 2018 and December 18, 2018. Each of these prospectus supplements was filed pursuant to an effective Registration
Statement on Form S-3. As of March 31, 2019, in aggregate, we have sold senior notes having an aggregate principal balance of approximately
$472.2 million under the Sales Agreements and related prospectus supplements. Our most recent Sales Agreement was entered into on
December 18, 2018 (the "December 2018 Sales Agreement"), and, under the related prospectus supplement, we may offer and sell up to $75.0
million of the senior notes. As of March 31, 2019, we had approximately $70.0 million remaining availability under the December 2018 Sales
Agreement. Future sales of the senior notes pursuant to the December 2018 Sales Agreement will depend on a variety of factors including, but
not limited to, market conditions, the trading price of the notes and the Company's capital needs.

Our Corporate Information

We are a Delaware corporation. Our executive offices are located at 21255 Burbank Blvd, Suite 400, Woodland Hills, California 91367,
and the telephone number at our principal executive office is (818) 884-3737. Our website addresses are http://www.greatamerican.com,
http://www.brileyfin.com, https://brileyfbr.com, http://www.unitedonline.net, http://www.magicjack.com and http://www.vocaltec.com. We
have not incorporated by reference into this prospectus supplement and accompanying prospectus the information on our website, and you
should not consider it to be a part of this document.

S-7

THE OFFERING

The following is a brief summary of some of the terms of the offering and is qualified in its entirety by reference to the more detailed
information appearing elsewhere in this prospectus supplement and the accompanying prospectus. For a more complete description of the terms
of the Notes, see the "Description of the Notes" section in this prospectus supplement.

Issuer
B. Riley Financial, Inc.

Notes Offered
$87,000,000 aggregate principal amount of 6.75% Senior Notes due 2024 (or $100,050,000
aggregate principal amount of 6.75% Senior Notes due 2024 if the underwriters exercise their
overallotment option in full).

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Offering Price
100% of the principal amount.

Maturity
The Notes will mature on May 31, 2024, unless redeemed prior to maturity.

Interest Rate and Payment Dates
6.75% interest per annum on the principal amount of the Notes, payable quarterly in arrears on
January 31, April 30, July 31 and October 31 of each year, commencing on July 31, 2019, and at
maturity.

Guarantors
None.

Ranking
The Notes will be our senior unsecured obligations and will rank equal in right of payment with all
of our existing and future senior unsecured and unsubordinated indebtedness. The Notes will be
effectively subordinated to all of our existing and future secured indebtedness to the extent of the
value of the assets securing such indebtedness. The Notes will be structurally subordinated to all
existing and future indebtedness (including trade payables) of our subsidiaries.

The indenture governing the Notes does not limit the amount of indebtedness that we or our
subsidiaries may incur or whether any such indebtedness can be secured by our assets.

Optional Redemption
We may redeem the Notes for cash in whole or in part at any time at our option (i) on or after May
31, 2021 and prior to May 31, 2022, at a price equal to $25.50 per note, plus accrued and unpaid
interest to, but excluding, the date of redemption, (ii) on or after May 31, 2022 and prior to May 31,
2023, at a price equal to $25.25 per note, plus accrued and unpaid interest to, but excluding, the
date of redemption, and (iii) on or after May 31, 2023 and prior to maturity, at a price equal to
100% of their principal amount, plus accrued and unpaid interest to, but excluding, the date of
redemption. See "Description of the Notes -- Optional Redemption" for additional details.

Conflicts of Interest
B. Riley FBR, our wholly-owned subsidiary, will participate in the offering of the Notes as a joint
book-running manager.

Because of the foregoing, the representative may be deemed to have a "conflict of interest" within
the meaning of Rule 5121 of the Financial Industry Regulatory Authority ("FINRA"), and this
offering will be conducted in accordance with Rule 5121. The representative may not make sales
of Notes in this offering to any of its discretionary accounts without the prior written approval of
the account holder. However, in accordance with FINRA Rule 5121, no "qualified independent
underwriter" is required because the Notes are investment grade-rated by one or more nationally
recognized statistical rating agencies.

S-8

Sinking Fund
The Notes will not be subject to any sinking fund (i.e., no amounts will be set aside by us to ensure
repayment of the Notes at maturity).

Use of Proceeds
We expect to use the net proceeds of this offering for general corporate purposes. See "Use of
Proceeds."

Events of Default
Events of default generally will include failure to pay principal, failure to pay interest, failure to
observe or perform any other covenant or warranty in the Notes or in the indenture, and certain
events of bankruptcy, insolvency or reorganization. See "Description of the Notes Events of
Default."

Certain Covenants
The indenture that governs the Notes contains certain covenants, including, but not limited to,
restrictions on our ability to merge or consolidate with or into any other entity. See "Description of
the Notes Covenants."

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No Financial Covenants
The indenture relating to the Notes does not contain financial covenants.

Additional Notes
We may create and issue additional notes ranking equally and ratably with the Notes in all
respects, so that such additional notes will constitute and form a single series with the Notes and
will have the same terms as to status, redemption or otherwise (except the price to public, the issue
date and, if applicable, the initial interest accrual date and the initial interest payment date) as the
Notes; provided that if any such additional notes are not fungible with the Notes initially offered
hereby for U.S. federal income tax purposes, such additional notes will have one or more separate
CUSIP numbers.

Defeasance
The Notes are subject to legal and covenant defeasance by us. See "Description of the Notes
Defeasance" for more information.

Listing
We intend to apply to list the Notes on NASDAQ under the symbol "RILYO." If the Notes are
approved for listing, we expect trading in the Notes to begin within 30 business days of May 7,
2019, the original issue date.

Form and Denomination
The Notes will be issued in book-entry form in minimum denominations of $25 and integral
multiples in excess thereof. The Notes will be represented by a permanent global certificate
deposited with the trustee as custodian for The Depository Trust Company ("DTC") and registered
in the name of a nominee of DTC. Beneficial interests in any of the Notes will be shown on, and
transfers will be effected only through, records maintained by DTC and its direct and indirect
participants and any such interest may not be exchanged for certificated securities, except in
limited circumstances.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Governing Law
The Notes and the indenture governing the Notes will be governed by the laws of the State of New
York.

Risk Factors
An investment in the Notes involves significant risks. Please refer to "Risk Factors" beginning on
page S-10 and other information included or incorporated by reference in this prospectus
supplement and the accompanying prospectus for a discussion of factors you should carefully
consider before investing in the Notes.

S-9

RISK FACTORS

An investment in the Notes involves significant risks, including the risks described below. Before purchasing the Notes, you should carefully
consider each of the following risk factors as well as the other information contained in this prospectus supplement and the accompanying
prospectus and the documents incorporated by reference, including our consolidated financial statements and the related notes. Each of these risk
factors, either alone or taken together, could adversely affect our business, operating results and financial condition, as well as adversely affect the
value of an investment in the Notes. The risks described below are not the only ones we face. Additional risks of which we are not presently aware
or that we currently believe are immaterial which may also impair our business operations and financial position. If any of the events described
below were to occur, our financial condition, our results of operations and/or our future growth prospects could be materially and adversely
affected. As a result, you could lose some or all of any investment you may have made or may make in our Company.

Risks Related to Our Business

Our revenues and results of operations are volatile and difficult to predict.

Our revenues and results of operations fluctuate significantly from quarter to quarter, due to a number of factors. These factors include, but are
not limited to, the following:

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Document Outline

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