B. Riley Financial Announces $160 Million Debt Financing Provided by Oaktree

Rhea-AI Summary

B. Riley Financial (NASDAQ: RILY) has secured a new $160 million senior secured debt facility from Oaktree Capital Management. The company used $118 million to retire its Nomura Senior Secured Credit Agreement, with the remaining funds allocated for working capital, including up to $35 million for its participation in JOANN's liquidation joint venture.

Through GA Group, in which B. Riley holds a 44% stake, the company will serve as JOANN's exclusive liquidation agent for all 790 store locations, managing approximately $2 billion in retail inventory. The liquidation is expected to complete in 12 weeks.

The new three-year facility terms include an interest rate of three-month SOFR plus 8.00%. Additionally, B. Riley issued warrants to Oaktree to purchase 1,832,290 common shares (6% of outstanding stock) at $5.14 per share, representing a 20% premium to the 30-day VWAP.

Positive

• Secured new $160M debt facility providing enhanced financial flexibility
• GA Group won exclusive rights to manage $2B JOANN inventory liquidation
• 44% ownership in GA Group provides significant revenue potential from JOANN liquidation
• Retired existing Nomura debt, improving debt structure

Negative

• High interest rate on new debt (SOFR + 8.00%)
• 6% potential dilution from warrants issued to Oaktree
• Increased debt burden with $160M facility

Insights

Financial Analyst

B. Riley's new $160 million Oaktree-provided debt facility represents both a lifeline and strategic pivot for the financially stressed company. With a market capitalization of just $127 million, this refinancing package exceeds B. Riley's entire market value, underscoring the company's significant leverage and Oaktree's substantial influence going forward.

The financing terms reveal B. Riley's challenging position: an interest rate of SOFR plus 8.00% is notably expensive in the current environment, reflecting elevated credit risk. Additionally, the warrant issuance for 6% of outstanding shares effectively gives Oaktree a meaningful equity stake at a relatively modest premium, creating potential dilution for existing shareholders.

Strategically, this transaction accomplishes several critical objectives:

• Replaces the Nomura facility with longer-term financing, buying B. Riley breathing room
• Provides immediate working capital for operations
• Enables participation in the potentially lucrative JOANN liquidation

The JOANN liquidation represents a significant near-term revenue opportunity. With $2 billion in retail inventory across 790 stores, B. Riley's $35 million investment through the joint venture could generate substantial returns within the 12-week liquidation timeframe, providing much-needed cash flow.

This refinancing signals B. Riley's shift toward deeper reliance on alternative financing sources rather than traditional banking relationships. The timing—just days before earnings—suggests management wanted to secure this financing before potentially disappointing results. Investors should watch carefully how B. Riley deploys this capital beyond the JOANN liquidation, as the company's long-term viability depends on establishing sustainable revenue streams beyond one-time liquidation events.

Restructuring Specialist

This $160 million Oaktree financing represents a watershed restructuring moment for B. Riley that fundamentally alters its capital structure and strategic trajectory. The transaction's most revealing aspect is its scale: with B. Riley's market capitalization at just $127 million, this debt facility exceeds the company's entire equity value, effectively transferring significant economic control to Oaktree.

The financing terms tell a compelling story about B. Riley's negotiating position:

• The SOFR plus 8.00% interest rate is substantially above market for secured corporate debt, reflecting severe financial distress
• The warrant package giving Oaktree rights to 6% of B. Riley at just $5.14 per share represents additional compensation beyond the already-high interest rate
• The three-year term provides important breathing room but creates a significant refinancing cliff in 2028

B. Riley's strategic pivot is equally noteworthy. By directing $35 million toward the JOANN liquidation, the company is doubling down on distressed retail operations as its primary value driver. With $2 billion in JOANN inventory to liquidate across 790 locations, this represents a potential high-margin, quick-return opportunity that could generate substantial near-term cash flow.

The timing—announcing this refinancing days before earnings—suggests management prioritized securing this lifeline before potentially disappointing financial results become public. This sequencing maximizes negotiating leverage with shareholders and stakeholders.

This transaction transforms Oaktree from mere lender to strategic kingmaker for B. Riley. Their deepening relationship through both this direct financing and the GA Group joint venture creates a symbiotic partnership where Oaktree provides capital stability while B. Riley executes operational restructurings and liquidations—essentially becoming Oaktree's distressed retail operations arm.

Retires Nomura Senior Secured Credit Facility

Makes Strategic Investment and Loan in Joint Venture Overseeing JOANN's Liquidation

LOS ANGELES, Feb. 27, 2025 /PRNewswire/ -- B. Riley Financial, Inc. (NASDAQ: RILY) ("B. Riley" or the "Company"), a diversified financial services company, today announced that it has entered into a new $160 million senior secured debt facility ("Term Loan Facility") provided by funds managed by Oaktree Capital Management, L.P. ("Oaktree").

B. Riley used approximately $118 million to retire the outstanding debt under its Nomura Senior Secured Credit Agreement and the rest for working capital, including up to $35 million in respect of its portion of the loan and investment in the joint venture overseeing the liquidation of JOANN, the fabric and crafts retailer that is commencing store closing sales at all 790 locations nationwide.

On February 26, 2025, GA Group, in which B. Riley has a 44 percent ownership interest, was recognized as the successful bidder to serve as JOANN's exclusive agent to monetize substantially all of JOANN's assets pursuant to an auction approved by the U.S. Bankruptcy Court for the District of Delaware.  The liquidation, which includes approximately $2 billion in retail inventory and is one of the largest transactions in GA Group's 40-year history, is expected to be completed in approximately 12 weeks.

Bryant Riley, Chairman and Co-Chief Executive Officer of B. Riley Financial, commented: "Our new credit agreement with Oaktree represents an important step forward for B. Riley and an extension of our relationship with Oaktree following last year's establishment of the GA Group. The new three-year facility provides us with greater financial and strategic flexibility, and allows us to execute a number of other initiatives."

Mr. Riley concluded, "Notably, the participation in the JOANN liquidation demonstrates the early success of our partnership with Oaktree to form GA Group, a leading asset disposition, valuation, appraisal and real estate services firm, with extensive expertise in large-scale retail liquidations. The successful bid in a competitive bankruptcy process showcases the potential of this business with the additional support and backing of Oaktree. B. Riley stands to benefit as an investor in the liquidation and indirectly through our equity stake in GA Group. We are pleased to remain a minority investor and active participant in GA Group and look forward to continuing to benefit from the upside potential of this business."

The Term Loan Facility carries an interest rate equal to the three-month secured overnight financing rate ("SOFR") plus 8.00%. In addition, the Company issued to Oaktree warrants to purchase an aggregate of 1,832,290 common shares (representing approximately 6% of the outstanding common stock) at an exercise price of $5.14 per share, a 20 percent premium to the 30-day VWAP prior to the issuance of the warrants. The warrants are exercisable for a period of seven years from the issuance date.

As previously announced, B. Riley will be reporting preliminary full year 2024 results on Monday, March 3 after the market close. The Company will host a conference call followed by a question-and-answer session with analysts and investors at 4:30 p.m. ET on the same day. Investors may access the live audio webcast and archived recording at https://ir.brileyfin.com/events-and-presentations.

Advisors 
Sullivan & Cromwell LLP served as legal advisor to B. Riley, and Kirkland & Ellis LLP served as legal advisor to Oaktree.

About B. Riley Financial
B. Riley Financial is a diversified financial services company 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 subsidiaries and affiliated entities, B. Riley provides end-to-end 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 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 affiliated companies. For more information, please visit www.brileyfin.com.

About Oaktree
Oaktree is a leader among global investment managers specializing in alternative investments, with $202 billion in assets under management as of December 31, 2024. The firm emphasizes an opportunistic, value-oriented, and risk-controlled approach to investments in credit, equity, and real estate. The firm has more than 1,200 employees and offices in 23 cities worldwide. For additional information, please visit Oaktree's website at http://www.oaktreecapital.com/. 

Forward-Looking Statements
Statements made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of today's date. All statements other than statements of historical fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company's performance or achievements to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward-looking statements, except as required by law. Actual future results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including, but not limited to, the risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's 2023 Annual Report on Form 10-K and Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable). These factors should be considered carefully, and readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this press release is issued, and the Company undertakes no duty to update this information.

Contacts

Investors
ir@brileyfin.com

Media
press@brileyfin.com 

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SOURCE B. Riley Financial

FAQ

What are the terms of B. Riley Financial's (RILY) new debt facility with Oaktree?

$160M facility with three-month SOFR + 8.00% interest rate, including warrants for 1,832,290 shares at $5.14/share

How much inventory is involved in the JOANN liquidation managed by B. Riley's GA Group?

Approximately $2 billion in retail inventory across 790 store locations

What percentage stake does B. Riley (RILY) own in GA Group?

B. Riley owns a 44% minority stake in GA Group

How will B. Riley (RILY) use the proceeds from the $160M Oaktree debt facility?

$118M to retire Nomura debt, remainder for working capital including $35M for JOANN liquidation joint venture

How long is the expected timeline for JOANN's liquidation by B. Riley's GA Group?

The liquidation is expected to be completed in approximately 12 weeks