B. Riley Financial, a diversified financial services platform, provided an update on proposed strategic and financing initiatives intended to enhance shareholder value by accelerating debt repayment.
The company has:
- Entered into a non-binding commitment for a debt financing of the B. Riley and bebe brands businesses. It is expected that the debt financing transaction will be effected through a special purpose vehicle collateralized by the brands assets and non-recourse to B. Riley. If completed, the transaction is expected to generate approximately $236 million of proceeds, which the company plans to use to pay down its senior secured debt. B. Riley acquired the portfolio of brands (excluding bebe and Brookstone) for a total of approximately $222 million and received $179 million in distributions (excluding those received from bebe).
- Entered into exclusive negotiations with a global asset manager to sell a 53% stake in its appraisal and valuation services, real estate and retail, wholesale and industrial solutions businesses. The proposed transaction currently values the business at a total enterprise value of approximately $380 million. This business is currently carried on the company’s balance sheet at a book value of approximately $35 million.
_x000D_
_x000D_
Both of these proposed transactions are subject to the completion of due diligence and the negotiation and execution of definitive agreements and there can be no assurance that any such agreements will be executed or that either transaction will be consummated.
Cumulatively, B. Riley expects these initiatives, if completed, will fortify its balance sheet, thereby better positioning the company to focus on and invest in its core operating subsidiaries. The company intends to use the funds received from the potential refinancing of the brands assets, along with proceeds from the potential partial sale of Great American Group, to reduce the amount outstanding debt under its Nomura senior secured credit agreement to approximately $125 million by YE/24.
Further, B. Riley anticipates using cash on hand, combined with proceeds from other asset sales, to repay its outstanding February 2025 senior notes. Upon completion of these repayments, the company’s next senior notes maturity would be in 2026 when its 5%, 5.5% and 6.5% senior notes are due.
“We leveraged the diversity of our platform to acquire quality businesses like Great American Group and our portfolio of brands, and are proud of the returns they have delivered under our ownership,” Bryant Riley, chairman and co-CEO of B. Riley Financial, said. “However, given the opportunities we have in our core middle market financial services businesses, we believe it is the right time to monetize these assets and leverage the proceeds to accelerate debt repayment. As we have over the course of our 27-year history, we remain focused on delivering for our clients and partners in the small- and mid-cap space.”
Senior Credit Agreement Amendment
The company has been engaging in negotiations with its senior lenders and expects to announce an amended and restated credit agreement with Nomura Corporate Funding Americas.
Take Private Proposal
On Aug. 15, 2024, Riley submitted a non-binding letter of proposal to acquire the outstanding shares of the company not currently owned by him at a proposed purchase price of $7.00 per share. The B. Riley board of directors has established a special committee consisting of independent directors to evaluate the proposal and determine the appropriate course of action. The special committee is retaining advisors to assist in its review. There can be no assurance that the proposal will result in a transaction and the company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.
