Negotiating Sale of Majority Stake in Great American Group at $380 Million Enterprise Value and Financing of Brands Portfolio for $236 Million

Anticipates Receiving Approximately $410 Million of Gross Cash Proceeds from Two Transactions

Intends to Use Majority of Proceeds to Reduce Nomura Senior Secured Debt to Approximately $125 Million by End of 2024; Anticipates Using Cash on Hand and Proceeds from Other Asset Sales to Repay All 2025 Maturities

Cumulative Actions, If Completed, Would Result in Strengthened Balance Sheet with Next Senior Notes Maturing in 2026, Providing Company with Enhanced Ability to Invest in Core Operating Businesses

Expects to Announce Amended and Restated Credit Agreement Shortly

LOS ANGELES, Sept. 9, 2024 /PRNewswire/ -- B. Riley Financial, Inc. (NASDAQ: RILY) ("B. Riley" or the "Company"), a diversified financial services platform, today announced proposed strategic and financing initiatives intended to enhance shareholder value by accelerating debt repayment.

The Company is pleased to report that it has:

• Entered into a non-binding commitment for a debt financing of the B. Riley and bebe brands businesses. It is expected that the debt financing transaction will be effected through a special purpose vehicle collateralized by the brands assets and non-recourse to B. Riley. If completed, the transaction is expected to generate approximately $236 million of proceeds, which the Company plans to use to pay down its senior secured debt. B. Riley acquired the portfolio of brands (excluding bebe and Brookstone) for a total of approximately $222 million and received $179 million in distributions (excluding those received from bebe).
  
• Entered into exclusive negotiations with a global asset manager to sell a 53% stake in its Appraisal and Valuation Services, Real Estate and Retail, Wholesale & Industrial Solutions businesses (collectively known as "Great American Group"). The proposed transaction currently values the business at a total enterprise value of approximately $380 million. This business is currently carried on the Company's balance sheet at a book value of approximately $35 million.

Both of these proposed transactions are subject to the completion of due diligence and the negotiation and execution of definitive agreements and there can be no assurance that any such agreements will be executed or that either transaction will be consummated.

Cumulatively, B. Riley expects these initiatives, if completed, will fortify its balance sheet, thereby better positioning the Company to focus on and invest in its core operating subsidiaries. The Company intends to use the funds received from the potential refinancing of the brands assets, along with proceeds from the potential partial sale of Great American Group, to reduce the amount outstanding debt under its Nomura Senior Secured Credit Agreement to approximately $125 million by the end of 2024. Further, B. Riley anticipates using cash on hand, combined with proceeds from other asset sales, to repay its outstanding February 2025 Senior Notes. Upon completion of these repayments, the Company's next Senior Notes maturity would be in 2026 when its 5%, 5.5% and 6.5% Senior Notes are due.

Bryant Riley, Chairman and Co-Chief Executive Officer of B. Riley Financial, commented: "We leveraged the diversity of our platform to acquire quality businesses like Great American Group and our portfolio of Brands, and are proud of the returns they have delivered under our ownership. However, given the opportunities we have in our core middle market financial services businesses, we believe it is the right time to monetize these assets and leverage the proceeds to accelerate debt repayment. As we have over the course of our 27-year history, we remain focused on delivering for our clients and partners in the small- and mid-cap space."

Senior Credit Agreement Amendment
The Company has been engaging in negotiations with its senior lenders and expects to announce an amended and restated credit agreement with Nomura Corporate Funding Americas, LLC, in the coming days.

Take Private Proposal
On August 15, 2024, Mr. Riley submitted a non-binding letter of proposal to acquire the outstanding shares of the Company not currently owned by him at a proposed purchase price of $7.00 per share. The B. Riley Board of Directors has established a Special Committee consisting of independent directors to evaluate the proposal and determine the appropriate course of action. The Special Committee is retaining advisors to assist in its review. There can be no assurance that the proposal will result in a transaction and the Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

About B. Riley Financial
B. Riley Financial is a diversified financial services platform that delivers tailored solutions to meet the strategic, operational, and capital needs of its clients and partners. B. Riley leverages cross-platform expertise to provide clients with full service, collaborative solutions at every stage of the business life cycle. Through its affiliated subsidiaries, B. Riley provides end-to-end financial services across investment banking, institutional brokerage, private wealth and investment management, financial consulting, corporate restructuring, operations management, risk and compliance, due diligence, forensic accounting, litigation support, appraisal and valuation, auction, and liquidation services. B. Riley opportunistically invests to benefit its shareholders, and certain affiliates originate and underwrite senior secured loans for asset-rich companies. B. Riley refers to B. Riley Financial, Inc. and/or one or more of its subsidiaries or affiliates. For more information, please visit .

Forward-Looking Statements
Statements made in this press release that are not descriptions of historical facts are forward-looking statements that are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of today's date. Such forward-looking statements include, but are not limited to, statements concerning the proposed Great American Group partial sale, the proposed financing of the brand assets, and possible other asset sales, statements regarding our ability to use the proceeds to reduce outstanding debt, and statements regarding its expectations of an amended and restated credit facility. Actual future results, performance or achievements may differ materially from those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, the fact that the proposed transactions remain subject to due diligence, in the case of the Great American Group and brands transactions, and finalization of definitive documentation; we may not be able to reach definitive documentation related to these transactions on the anticipated terms or at all; and any such transactions may be subject to conditions that may not be satisfied or waived; and we may be unable to sell or monetize other assets on acceptable terms or at all; as well as the risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's 2023 Annual Report on Form 10-K and in B. Riley Financial's Quarterly Reports on Form 10-Q for the period ended March 31, 2024 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and the Company undertakes no duty to update this information.

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SOURCE B. Riley Financial