Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
10 Fevereiro 2020 - 7:08PM
Edgar (US Regulatory)
Issuer Free Writing Prospectus
Filed pursuant to Rule 433
Registration Nos. 333-233907 and 333-236347
B. RILEY FINANCIAL, INC.
US $115,000,000
6.375% Senior
Notes Due 2025
Final Term Sheet
Issuer:
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B. Riley Financial, Inc.
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Securities:
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6.375% Senior Notes Due 2025 (the “Notes”)
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Type:
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SEC Registered
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Trade Date:
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February 10, 2020
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Settlement Date:
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February 12, 2020
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Listing:
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Expected NASDAQ “RILYM”
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Size:
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$115,000,000
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Overallotment Option:
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$17,250,000
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Maturity Date:
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February 28, 2025
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Ratings:
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The Notes have received a “BBB+” investment-grade rating from Egan-Jones Rating Co., an independent, unaffiliated rating agency. Ratings are not a recommendation to purchase, hold or sell notes, inasmuch as the ratings do not comment as to market price or suitability for a particular investor. The ratings are based upon current information furnished to the rating agency by the Issuer and information obtained by the rating agency from other sources. The ratings are only accurate as of the date thereof and may be changed, superseded or withdrawn as a result of changes in, or unavailability of, such information, and therefore a prospective purchaser should check the current ratings before purchasing the Notes. Each rating should be evaluated independently of any other rating.
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Annual Coupon:
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6.375%, paid quarterly in arrears
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Interest Payment Dates:
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January 31, April 30, July 31 and October 31, commencing April 30, 2020, and at maturity
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Price to the Public:
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100%
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Day Count:
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30/360
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Optional Redemption:
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The Notes may be redeemed for cash in whole or in part at any time at the issuer’s option (i) on or after February 28, 2021 and prior to February 28, 2022, at a price equal to $25.75 per Note, plus accrued and unpaid interest to, but excluding, the date of redemption, (ii) on or after February 28, 2022 and prior to February 28, 2023, at a price equal to $25.50 per Note, plus accrued and unpaid interest to, but excluding, the date of redemption, (iii) on or after February 28, 2023 and prior to February 29, 2024, at a price equal to $25.25 per Note, plus accrued and unpaid interest to, but excluding, the date of redemption, and (iv) on or after February 29, 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.
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Minimum Denomination / Multiples:
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$25.00/$25.00
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CUSIP/ISIN:
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05580M 868/US05580M8689
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Book-Running Managers:
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B. Riley FBR, Inc., Ladenburg Thalmann & Co. Inc., Incapital LLC and William Blair & Company, L.L.C.
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Co-Managers:
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Boenning & Scattergood, Inc. and Wedbush Securities Inc.
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This communication is intended for
the sole use of the person to whom it is provided by the issuer.
The issuer has filed a registration
statement (including a base prospectus dated September 30, 2019) and a preliminary prospectus supplement dated February 10, 2020
with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for
more complete information about the issuer and this offering.
You may get these documents for free
by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating
in the offering will arrange to send you the prospectus and related preliminary prospectus supplement if you request them from
B. Riley FBR, Inc. by calling (703) 312-9580 or by emailing prospectuses@brileyfbr.com.
ANY DISCLAIMERS OR OTHER NOTICES
THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE
AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
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