B. RILEY FINANCIAL, INC. (NASDAQ:RILY) Files An 8-K Other Events
Item 8.01. Other Events.
B. Riley Financial, Inc. (the Company) is filing this Current
Report on Form 8-K with the Securities and Exchange Commission
providing unaudited pro forma consolidated financial statements
and explanatory notes as of March 31, 2017, for the three month
period ended March 31, 2017 and for the year ended December 31,
2016 (the Unaudited Pro Forma Statements) relating to the merger
of FBR Co. (FBR) with and into the Company (or a subsidiary of
the Company), with the Company (or its subsidiary) as the
surviving corporation (the FBR Merger), to an Agreement and Plan
of Merger between the Company and FBR dated as of March 15, 2017,
and effective as of February 17, 2017 (as amended, modified or
otherwise supplemented), filed as Exhibit 2.1 to the Companys
Current Report on Form 8-K on February 21, 2017.
The Unaudited Pro Forma Statements show the impact of the FBR
Merger on the historical financial position and results of
operations of the Company and FBR. The Unaudited Pro Forma
Statements are presented for illustrative purposes only and do
not necessarily indicate the financial results of the combined
companies had the companies actually been combined at the
beginning of the period presented. The Unaudited Pro Forma
Statements are attached as Exhibit 99.1 to this Current Report on
Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Consent of BDO USA, LLP, FBR Co.s independent registered
public accounting firm.
Unaudited pro forma consolidated financial statements and
explanatory notes relating to the FBR Merger and related
transactions as of and for the three month period ended
March 31, 2017 and for the year ended December 31, 2016.
Additional Information about the Pending Acquisition of
FBR Co. and Where to Find It
Stockholders are urged to carefully review and consider each of
B. Riley Financial, Inc.s and FBR Co.s public filings with the
SEC, including but not limited to their Annual Reports on Form
10-K, their proxy statements, their Current Reports on Form 8-K
and their Quarterly Reports on Form 10-Q. In connection with B.
Riley Financial, Inc.s pending acquisition of FBR Co., B. Riley
Financial, Inc. has filed with the SEC a Registration Statement
on Form S-4 (the Registration Statement) that includes a Joint
Proxy Statement of B. Riley Financial, Inc. and FBR Co. and a
Prospectus of B. Riley Financial, Inc. (the Joint
Proxy/Prospectus), as well as other relevant documents concerning
the transaction. Stockholders of B. Riley Financial, Inc. and FBR
Co. are urged to carefully read the Registration Statement and
the Joint Proxy/Prospectus regarding the pending acquisition of
FBR Co. in their entirety and any other relevant documents filed
with the SEC, as well as any amendments or supplements to those
documents, because they contain important information. The Joint
Proxy/Prospectus has been sent to the stockholders of B. Riley
Financial, Inc. and FBR Co. The Joint Proxy/Prospectus and other
relevant materials filed with the SEC may be obtained free of
charge at the SECs Website at http://www.sec.gov. FBR Co.
AND B. RILEY FINANCIAL, Inc. STOCKHOLDERS ARE URGED TO READ THE
JOINT PROXY/PROSPECTUS AND THE OTHER RELEVANT MATERIALS BEFORE
VOTING ON THE TRANSACTION.
Investors will also be able to obtain these documents, free of
charge, from FBR Co. by accessing FBR Co.s website at
www.fbr.com under the tab Investor Relations or from B.
Riley Financial, Inc. at www.brileyfin.com under the tab
Investor Relations. Copies can also be obtained, free of charge,
by directing a written request to B. Riley Financial, Inc.,
Attention: Corporate Secretary, 21255 Burbank Boulevard, Suite
400, Woodland Hills, California 91367 or to FBR Co., Attention:
Corporate Secretary, 1300 North Seventeenth Street, Arlington,
About B. RILEY FINANCIAL, INC. (NASDAQ:RILY)
B. Riley Financial, Inc. provides collaborative financial services and solutions through several subsidiaries, including: B. Riley & Co. LLC, a investment bank which provides corporate finance, research, and sales and trading to corporate, institutional and high net worth individual clients; Great American Group, LLC, a provider of advisory and valuation services, asset disposition and auction solutions, and commercial lending services; B. Riley Capital Management, LLC, an Investment Advisor, which includes B. Riley Asset Management, a provider of investment products to institutional and high net worth investors, and B. Riley Wealth Management (formerly MK Capital Advisors), a multi-family office practice and wealth management firm focused on the needs of ultra-high net worth individuals and families; and Great American Capital Partners, LLC, a provider of senior secured loans and second lien secured loan facilities to middle market public and private United States companies. B. RILEY FINANCIAL, INC. (NASDAQ:RILY) Recent Trading Information
B. RILEY FINANCIAL, INC. (NASDAQ:RILY) closed its last trading session 00.00 at 13.85 with 74,589 shares trading hands.
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