Obligation B. Riley Holdings 6.5% ( US05580M8010 ) en USD

B. Riley Holdings

100 % ⇌

Etas-Unis

US05580M8010 ( en USD )

6.5% par an ( paiement semestriel )

30/09/2026

Prospectus brochure de l'obligation B. Riley Financial US05580M8010 en USD 6.5%, échéance 30/09/2026

25 USD

100 000 000 USD

05580M801

N/A

30/09/2025 ( Dans 120 jours )

B. Riley Financial est une société de services financiers diversifiés offrant des services de banque d'investissement, de courtage, de gestion de placements et de capital-risque.

L'Obligation émise par B. Riley Holdings ( Etas-Unis ) , en USD, avec le code ISIN US05580M8010, paye un coupon de 6.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2026

424B5 1 f424b5091919_briley.htm FINAL PROSPECTUS SUPPLEMENT
Filed pursuant to Rule 424(b)(5)
Registration No. 333-228731
PROSPECTUS SUPPLEMENT
(To prospectus dated December 17, 2018)
$100,000,000
6.50% Senior Notes due 2026
B. Riley Financial, Inc. is offering $100,000,000 principal amount of our 6.50% Senior Notes due 2026 (the
"Notes") as described in this prospectus supplement and the accompanying prospectus. Interest on the Notes will
accrue from September 23, 2019 and will be paid quarterly in arrears on January 31, April 30, July 31 and
October 31 of each year, commencing on October 31, 2019, and at maturity. The Notes will mature on September
30, 2026. We may redeem the Notes for cash in whole or in part at any time at our option (i) on or after
September 30, 2022 and prior to September 30, 2023, 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 September 30, 2023 and prior to September 30,
2024, 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 September 30, 2024 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-9 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 September 23, 2019, the original issue date.
Per Note
Total
Public offering price(1)
$
25.00 $ 100,000,000
Underwriting discount(2)
$
0.7875 $
3,150,000
Proceeds, before expenses, to us(1)
$
24.2125 $
96,850,000
____________
(1) Plus accrued interest from September 23, 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 $15,000,000 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 September 23, 2019.
Book-Running Managers
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B. Riley FBR
Janney Montgomery Scott Ladenburg Thalmann
Incapital
Co-Managers
Wedbush Securities

William Blair

Boenning & Scattergood, Inc.
The date of this prospectus supplement is September 18, 2019.

TABLE OF CONTENTS
Prospectus Supplement

Page
ABOUT THIS PROSPECTUS SUPPLEMENT

S-1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

S-2
PROSPECTUS SUPPLEMENT SUMMARY

S-4
THE OFFERING

S-7
RISK FACTORS

S-9
USE OF PROCEEDS

S-13
CAPITALIZATION

S-14
DESCRIPTION OF THE NOTES

S-15
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-26
UNDERWRITING (Conflicts of Interest)

S-30
EXPERTS

S-34
LEGAL MATTERS

S-34
INFORMATION INCORPORATED BY REFERENCE

S-35
Prospectus

Page
ABOUT B. RILEY FINANCIAL, INC.

1
RISK FACTORS

3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

16
DETERMINATION OF OFFERING PRICE

17
USE OF PROCEEDS

17
SECURITIES WE MAY OFFER

17
DESCRIPTION OF CAPITAL STOCK

18
DESCRIPTION OF WARRANTS

21
DESCRIPTION OF DEBT SECURITIES

22
DESCRIPTION OF UNITS

29
PLAN OF DISTRIBUTION

30
LEGAL MATTERS

32
EXPERTS

32
WHERE YOU CAN FIND MORE INFORMATION

32
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

33
S-i
ABOUT THIS PROSPECTUS SUPPLEMENT
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This prospectus supplement and the accompanying prospectus are part of a registration statement that we
filed with the Securities and 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.
S-1
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:
· volatility in our revenues and results of operations;
· changing conditions in the financial markets;
· our ability to generate sufficient revenues to achieve and maintain profitability;
· 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;
· competition in the asset management business;
· potential losses related to our auction or liquidation engagements;
· our dependence on communications, information and other systems and third parties;
· potential losses related to purchase transactions in our Auction and Liquidations business;
· the potential loss of financial institution clients;
· potential losses from or illiquidity of our proprietary investments;
· changing economic and market conditions;
· potential liability and harm to our reputation if we were to provide an inaccurate appraisal or
valuation;
· potential mark-downs in inventory in connection with purchase transactions;
· failure to successfully compete in any of our segments;
· loss of key personnel;
· our ability to borrow under our credit facilities as necessary;
· failure to comply with the terms of our credit agreements;
· our ability to meet future capital requirements;
S-2
· 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;
· our ability to promptly and effectively integrate our business with that of magicJack; and
· 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-9.
S-3
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-9 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 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 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;
· 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.
· 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.
· 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.
· 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.
S-4
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
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parts 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
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").
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.
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. On December
21, 2018, Vintage Capital Management, LLC, an affiliate of Vintage Parent ("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. 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. As previously disclosed, 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 obligated to make any financial contribution in connection
with the settlement.
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
S-5
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"). The 6.875% 2023 Notes, 7.375% 2023 Notes,
7.25% 2027 Notes, 7.50% 2027 Notes and 7.50% 2021 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
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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 6.875% 2023 Notes, 7.375% 2023 Notes,
7.25% 2027 Notes, 7.50% 2027 Notes and 7.50% 2021 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 June 30, 2019, in aggregate, we have sold 6.875% 2023
Notes, 7.375% 2023 Notes, 7.25% 2027 Notes, 7.50% 2027 Notes and 7.50% 2021 Notes having an aggregate
principal balance of approximately $121.4 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"). As of September 4, 2019, we had approximately $45.6 million remaining availability under
the December 2018 Sales Agreement. As of September 4, 2019, we have terminated our December 2018 Sales
Agreement.
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.brileyfin.com, https://brileyfbr.com,
http://www.greatamerican.com,
https://www.glassratner.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-6
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
$100,000,000 aggregate principal amount of 6.50% Senior Notes due 2026 (or
$115,000,000 aggregate principal amount of 6.50% Senior Notes due 2026 if the
underwriters exercise their overallotment option in full).

Offering Price
100% of the principal amount.

Maturity
The Notes will mature on September 30, 2026, unless redeemed prior to maturity.

Interest Rate and Payment
Dates
6.50% 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 October 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)
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on or after September 30, 2022 and prior to September 30, 2023, 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 September 30, 2023 and prior to September 30, 2024, 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 September 30, 2024 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.

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).
S-7
Use of Proceeds
We anticipate using the net proceeds from the sale of the Notes for the redemption
of all of our existing 7.50% 2021 Notes and for general corporate purposes,
including funding future acquisitions and investments, repaying indebtedness,
making capital expenditures and funding working capital. Following this offering,
we expect to exercise our redemption rights under the indenture governing the
7.50% 2021 Notes to redeem all such notes prior to their stated maturity. Pending
such use, we may invest the net proceeds in short-term interest-bearing accounts,
securities or similar investments. See "Use of Proceeds."
This prospectus supplement shall not constitute a notice of redemption under the
indentures governing the existing notes. Any such notice, if made, will only be
made in accordance with the provisions of the applicable indenture.

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."

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.

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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 "RILYN." If
the Notes are approved for listing, we expect trading in the Notes to begin within 30
business days of September 23, 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 Indenture is, and the Notes will be, governed by and construed in accordance
with 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-9 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-8
RISK FACTORS
An investment in the Notes involves significant risks, including the risks described below and discussed
under the section captioned "Risk Factors" contained in our annual report on Form 10-K for the year ended
December 31, 2018 and our quarterly report on Form 10-Q for the quarter ended June 30, 2019, as updated by
our subsequent filings under the Exchange Act, which are incorporated by reference in this prospectus
supplement and the accompanying prospectus in their entirety. 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 this Offering
We may be able to incur substantially more debt, which could have important consequences to you.
We may be able to incur substantial additional indebtedness in the future. The terms of the indenture
governing the Notes will not prohibit us from doing so. If we incur any additional indebtedness that ranks equally
with the Notes, the holders of that debt will be entitled to share ratably with you in any proceeds distributed in
connection with any insolvency, liquidation, reorganization or dissolution. This may have the effect of reducing
the amount of proceeds paid to you. Incurrence of additional debt would also further reduce the cash available to
invest in operations, as a result of increased debt service obligations. If new debt is added to our current debt
levels, the related risks that we now face could intensify.
In November 2016, we completed an initial offering of 7.50% 2021 Notes with an aggregate principal
amount of $28.8 million. In May 2017, we completed an initial offering of 7.50% 2027 Notes with an aggregate
principal amount of $60.4 million. In December 2017, we completed an initial offering of 7.25% 2027 Notes with
an aggregate principal amount of $80.5 million. In May 2018, we completed an initial offering of 7.375% 2023
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Notes with an aggregate principal amount of $100.1 million. In September 2018, we completed an initial offering
of 6.875% 2023 Notes with an aggregate principal amount of $100.1 million. In May 2019, we completed an
initial offering of 6.75% 2024 Notes with an aggregate principal amount of $100.1 million. The total aggregate
principal amount of these initial offerings is approximately $470 million. From time to time, the Company sells
additional 6.875% 2023 Notes, 7.375% 2023 Notes, 7.25% 2027 Notes, 7.50% 2027 Notes and 7.50% 2021 Notes
pursuant to the Sales Agreements. Through June 30, 2019, and under the Sales Agreements, the total aggregate
principal amount of 6.875% 2023 Notes, 7.375% 2023 Notes, 7.25% 2027 Notes, 7.50% 2027 Notes and 7.50%
2021 Notes sold was $121.4 million. After giving effect to the issuance of the Notes offered hereby and the full
redemption of our 2021 Notes, our total indebtedness would have been approximately $712.4 million as of June
30, 2019 (and approximately $727.4 million assuming the full exercise of the underwriters' option to purchase
additional Notes). See "Capitalization."
Our level of indebtedness could have important consequences to you, because:
· it could affect our ability to satisfy our financial obligations, including those relating to the Notes;
· a substantial portion of our cash flows from operations would have to be dedicated to interest and
principal payments and may not be available for operations, capital expenditures, expansion,
acquisitions or general corporate or other purposes;
· it may impair our ability to obtain additional debt or equity financing in the future;
· it may limit our ability to refinance all or a portion of our indebtedness on or before maturity;
· it may limit our flexibility in planning for, or reacting to, changes in our business and industry; and
· it may make us more vulnerable to downturns in our business, our industry or the economy in general.
S-9
Our operations may not generate sufficient cash to enable us to service our debt. If we fail to make a
payment on the Notes, we could be in default on the Notes, and this default could cause us to be in default on
other indebtedness, to the extent outstanding. Conversely, a default under any other indebtedness, if not waived,
could result in acceleration of the debt outstanding under the related agreement and entitle the holders thereof to
bring suit for the enforcement thereof or exercise other remedies provided thereunder. In addition, such default or
acceleration may result in an event of default and acceleration of other indebtedness of the Company, entitling the
holders thereof to bring suit for the enforcement thereof or exercise other remedies provided thereunder. If a
judgment is obtained by any such holders, such holders could seek to collect on such judgment from the assets of
the Company. If that should occur, we may not be able to pay all such debt or to borrow sufficient funds to
refinance it. Even if new financing were then available, it may not be on terms that are acceptable to us.
However, no event of default under the Notes would result from a default or acceleration of, or suit, other
exercise of remedies or collection proceeding by holders of, our other outstanding debt, if any. As a result, all or
substantially all of our assets may be used to satisfy claims of holders of our other outstanding debt, if any,
without the holders of the Notes having any rights to such assets. The indenture governing the Notes will not
restrict our ability to incur additional indebtedness.
The Notes will be unsecured and therefore will be effectively subordinated to any secured indebtedness that we
currently have or that we may incur in the future.
The Notes will not be secured by any of our assets or any of the assets of our subsidiaries. As a result, the
Notes will be effectively subordinated to any secured indebtedness that we or our subsidiaries have currently
outstanding or may incur in the future (or any indebtedness that is initially unsecured to which we subsequently
grant security) to the extent of the value of the assets securing such indebtedness. The indenture governing the
Notes does not prohibit us or our subsidiaries from incurring additional secured (or unsecured) indebtedness in the
future. In any liquidation, dissolution, bankruptcy or other similar proceeding, the holders of any of our existing or
future secured indebtedness and the secured indebtedness of our subsidiaries may assert rights against the assets
pledged to secure that indebtedness and may consequently receive payment from these assets before they may be
used to pay other creditors, including the holders of the Notes.
The Notes will be structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The Notes are obligations exclusively of B. Riley and not of any of our subsidiaries. None of our
subsidiaries is a guarantor of the Notes, and the Notes are not required to be guaranteed by any subsidiaries we
https://www.sec.gov/Archives/edgar/data/1464790/000121390019018528/f424b5091919_briley.htm[9/23/2019 11:03:21 AM]

Document Outline

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