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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 18, 2022

 

B. Riley Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-37503   27-0223495

(State or Other Jurisdiction

of Incorporation)

  

(Commission File Number)

  

(IRS Employer

Identification No.)

 

11100 Santa Monica Boulevard, Suite 800

Los Angeles, California 90025

(310) 966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Former name or former address, if changed since last report: Not Applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   RILY   Nasdaq Global Market
Depositary Shares, each representing a 1/1000th fractional interest in a 6.875% share of Series A Cumulative Perpetual Preferred Stock   RILYP   Nasdaq Global Market
Depositary Shares, each representing a 1/1000th fractional interest in a 7.375% share of Series B Cumulative Perpetual Preferred Stock   RILYL   Nasdaq Global Market
6.50% Senior Notes due 2026   RILYN   Nasdaq Global Market
6.375% Senior Notes due 2025   RILYM   Nasdaq Global Market
6.75% Senior Notes due 2024   RILYO   Nasdaq Global Market
6.00% Senior Notes due 2028   RILYT   Nasdaq Global Market
5.50% Senior Notes due 2026   RILYK   Nasdaq Global Market
5.25% Senior Notes due 2028   RILYZ   Nasdaq Global Market
5.00% Senior Notes due 2026   RILYG   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On October 18, 2022, Mikel H. Williams resigned from the board of directors of B. Riley Financial, Inc. (the “Company”), effective immediately. Mr. Williams’s resignation is not due to any disagreement with the Company relating to its operations, policies or practices, or otherwise.

 

Item 7.01. Regulation FD Disclosure.

 

On October 18, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Targus Cayman Holdco Limited (“Targus”), the sellers identified therein (the “Sellers”), and the other parties thereto, pursuant to which the Company acquired from the Sellers on October 18, 2022 all of the issued and outstanding shares of Targus in a transaction with an enterprise value of approximately $250 million for consideration consisting of a combination of cash, 6.75% senior notes due 2024 and shares of common stock of the Company. On October 19, 2022, the Company and Targus jointly issued a press release announcing the transaction. A copy of that press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information set forth in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits 

 

Exhibit No.   Description
99.1   Press release, dated October 19, 2022.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  B. Riley Financial, Inc.
     
  By: /s/ Phillip Ahn
  Name: Phillip Ahn
  Title: Chief Financial Officer

 

Date: October 19, 2022

 

 

2

 

 

Exhibit 99.1

 

   

 

B. Riley Acquires Targus®, Leader in Technology Solutions and Protective Cases

 

LOS ANGELES and ANAHEIM, CA, October 19, 2022 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley”) and Targus Cayman HoldCo Limited (“Targus”) today announced that B. Riley Principal Investments, LLC has acquired Targus, a multinational company that designs, manufactures, and sells consumer and enterprise productivity products. The Targus® product line includes laptop and tablet cases, backpacks, universal docking stations, and computer accessories.

 

B. Riley has acquired Targus in a transaction valued at approximately $250 million on an enterprise value basis, which represents a multiple of approximately 5.2x Adjusted EBITDA for the trailing twelve-month period ending June 2022. Targus generated revenues of approximately $415 million for the same trailing twelve-month period. Financing for the transaction included approximately $85.5 million of bank financing, and $114 million of seller financing and B. Riley bonds.

 

In connection with the acquisition, Targus CEO Mikel Williams has stepped down from B. Riley Financial’s board of directors, and will continue to lead Targus as a portfolio company of B. Riley Principal Investments.

 

“We are grateful to Mikel for his contributions as a Board member and are pleased to continue working with him at Targus,” said Bryant Riley, Chairman and Co-Chief Executive Officer of B. Riley Financial. “This addition aligns with our strategy of utilizing excess capital from our episodic businesses to invest in companies with strong and steady free cash flow. The growth in our portfolio of steady cash-generative businesses, combined with profits generated from our loan book, has enabled us to allocate a significant portion of our capital to our shareholders in the form of dividends and repurchases.”

 

With a strong market position and attractive operating model, the Targus acquisition offers accretive growth to B. Riley’s dividend capacity and complements B. Riley’s existing brand and communication company investments.

 

Mikel Williams, CEO of Targus, added: “Since 1983, Targus has been a market leader focused on delivering quality design and innovative functionality to meet the needs of our large global consumer base. I am excited about the opportunities and connections that B. Riley can provide to Targus as we continue to serve our customers and accelerate the expansion of our business globally.”

 

Sullivan & Cromwell LLP acted as legal advisor to B. Riley. O’Melveny & Meyers LLP acted as legal advisor to Targus.

 

About Targus

 

For more than 35 years, Targus has been revolutionizing mobile computing accessories for large enterprises and consumers, alike — connecting people and technology in meaningful ways. From laptop bags to tablet cases, to peripherals and universal docking stations, we persistently conceive, design, and produce innovative, productivity-boosting solutions that make the complex, simple; and seamlessly integrate into the lifestyles of mobile professionals wherever they work – at home, in the office, or wherever they go. We cross categories, regions, industries, and lifestyles with a breadth and depth of products that provide you with the solutions you need to live, dream, and do. Headquartered in Anaheim, California, Targus has global operations in more than 24 offices and distribution in more than 100 countries. Learn more about us at targus.com, like or follow us on Facebook, and LinkedIn.

 

www.brileyfin.com |  NASDAQ: RILY1

 

 

 

 

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, collaborative 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 registered 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 www.brileyfin.com.

 

Contacts

 

Investors   Media
Mike Frank   Jo Anne McCusker
ir@brileyfin.com   press@brileyfin.com
(212) 409-2424   (646) 885-5425
     

 

# # #

 

www.brileyfin.com |  NASDAQ: RILY 2