Material Agreement Form 8 K

Item 1.01Entry into a Material Definitive Agreement

As previously disclosed, B. Riley Financial, Inc., a Delaware corporation (the "Company") and the Company's wholly owned subsidiary, BR Financial Holdings, LLC, a Delaware limited liability company (the "Borrower"), entered into a credit agreement (as amended prior to the Fourth Amendment (as defined below), the "Existing Credit Agreement"), dated August 21, 2023, by and among the Company, the Borrower, the lenders party thereto, Nomura Corporate Funding Americas, LLC, as administrative agent (the "Administrative Agent") and Computershare Trust Company, N.A., as collateral agent (the "Collateral Agent"), providing for a $500 million secured term loan credit facility (the "Term Loan Facility") and a $100 million secured revolving loan credit facility (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Facilities").

On September 17, 2024 (the "Amendment Effective Date"), the Company, the Borrower and each of the subsidiary guarantors of the Facilities entered into Amendment No. 4 to Credit Agreement (the "Fourth Amendment" and the Existing Credit Agreement as amended by the Fourth Amendment, the "Credit Agreement"), with each of the lenders party thereto and the Administrative Agent. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Credit Agreement.

On the Amendment Effective Date, the Borrower repaid a portion of the principal of the Term Loans and accrued and unpaid interest on the portion of the Term Loans so repaid in an aggregate amount of approximately $85.9 million. After giving effect to the repayment, the outstanding principal amount of Term Loans as of September 17, 2024, was $388,126,873. In addition, the Borrower paid the accrued and unpaid Commitment Fee on the Revolving Credit Facility through the Amendment Effective Date and terminated the Revolving Credit Facility on the Amendment Effective Date.

In addition, the parties agreed to, among other things:

●

increase the interest rate as follows: SOFR Loans will accrue interest at the Adjusted Term SOFR determined for such day plus an applicable margin of 7.00% cash interest or, at the election of the Borrower, at the Adjusted Term SOFR determined for such day plus an applicable margin of 6.00% cash interest plus 1.50% PIK Interest; and Base Rate Loans will accrue interest at the Base Rate plus an applicable margin of 6.00% cash interest or, at the election of the Borrower, at the Adjusted Term SOFR determined for such day plus an applicable margin of 5.00% cash interest plus 1.50% PIK Interest;

●	require aggregate principal amount of the outstanding Term Loans to be no greater than $100,000,000 on or prior to September 30, 2025;

●	revise the mandatory prepayment provisions regarding asset sales;

●

amend the following financial maintenance covenants: (i) the Total Net Leverage Ratio on the last day of any test period shall not exceed 10.00:1.00, (ii) the Interest Coverage Ratio on the last day of any test period shall be no less than 1.00:1.00 and (iii) at no time shall Liquidity be less than $60,000,000; and

●	amend certain provisions related to Borrowing Base, including specific treatment for certain assets in the calculation of Borrowing Base.

The foregoing description of the Fourth Amendmentdoes not purport to be complete and is qualified in its entirety by reference to the complete text of the Fourth Amendment.

Public link

Please use the above public link if you want to share this noodl on another website.