Daily News: May 20, 2014

Great American Group, B. Riley & Co. Announce Merger

Great American Group, a provider of asset disposition, valuation and appraisal services, and B. Riley & Co., an independent investment bank, announced they have entered into a definitive agreement under which Great American Group and BRC will combine in a stock-for-stock transaction, creating an investment banking and financial services firm.

The terms of the agreement provide for the issuance of an estimated aggregate of 4.2 million shares of Great American Group common stock in exchange for 100% of the stock of B. Riley & Co. and affiliates.

On a proforma basis, accounting for expected synergies, the two companies had combined fiscal 2013 revenue of nearly $102.5 million and adjusted EBITDA of $13.5 million. The combined company has cash and investments of approximately $40 million as of March 31, 2014 proforma for the private placement and debt repayment. After the closings of the combination, the private placement and the 1-for-20 reverse stock split, Great American Group will have an estimated 16 million shares outstanding.

Bryant Riley, who will assume the role of chairman of the board and CEO of the combined company upon consummation of the transaction, said, “This transaction represents a transformative event for both of our firms and will create a single, differentiated financial services group that will provide new lines of financial products and services to better serve our clients. Having served on Great American Group’s board of directors for the past five years, I have a tremendous respect for the company’s business and its management team.”