UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

B. RILEY FINANCIAL, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   27-0223495
(State of incorporation or organization)   (I.R.S. Employer Identification No.)

 

21255 Burbank Boulevard, Suite 400

Woodland Hills, California

   91367
(Address of principal executive offices)   (Zip Code)
     
Securities to be registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

7.25% Senior Notes due 2027   The NASDAQ Stock Market LLC

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates: Not applicable

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

  

 

b  

 Item 1. Description of Registrant’s Securities to be Registered.

 

The class of securities to be registered hereby is the 7.25% Senior Notes due 2027 (the “Senior Notes”) of B. Riley Financial, Inc. (the “Company”). For a description of the Senior Notes, reference is made to (i) the information under the heading “Description of the Debt Securities” in the Company’s shelf registration statement on Form S-3 (Registration No. 333-221715) initially filed with the Securities and Exchange Commission (the “Commission”) on November 22, 2017, and declared effective by the Commission on November 29, 2017 and (ii) the information under the heading “Description of the Notes” included in the Prospectus Supplement with respect to the Senior Notes dated December 6, 2017, filed with the Commission pursuant to Rule 424(b) of the general rules and regulations of the Securities Act on December 7, 2017, which information is incorporated herein by reference.

 

Item 2. Exhibits.

 

4.1Base Indenture, dated as of November 2, 2016, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 2, 2016). 

 

4.2First Supplemental Indenture, dated as of November 2, 2016, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 2, 2016).

 

4.3Second Supplemental Indenture, dated as of May 31, 2017, by and between the Company and U.S. Bank Nationalsec edgarAssociation, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 31, 2017).

 

4.4Third Supplemental Indenture, dated as of December 13, 2017, by and between the Company and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 13, 2017).

 

4.5Form of 7.25% Senior Notes due 2027 (included as Exhibit A to Exhibit 4.4 above).

 

 

  

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

December 13, 2017 B. RILEY FINANCIAL, INC.
   
  By: /s/ Phillip J. Ahn  
    Name: Phillip J. Ahn
    Title: Chief Financial Officer and
    Chief Operating Officer