B Riley Financial (RILY) investor relations material

Executive summary

• Entered into a new $160 million term loan credit agreement with Oaktree Fund Administration, LLC, as administrative and collateral agent, dated February 26, 2025, and amended March 24, 2025.

• The agreement provides for an initial $125 million term loan and a $35 million delayed draw term loan, both subject to a borrowing base and other conditions.

• Proceeds were used to refinance prior credit facilities, fund working capital, and support the JoAnn liquidation transaction.

Capital allocation and financing

• The term loans are secured by a broad collateral package, including equity interests in key subsidiaries and other designated assets.

• The initial term loan matures on the earlier of February 26, 2028, or 91 days prior to the maturity of certain other debt if outstanding above $10 million.

• The delayed draw term loan matures June 30, 2025.

• Loans bear interest at SOFR plus 8.00% (or base rate plus 7.00%), with a 3.00% SOFR floor.

• Prepayment premiums apply: 5% of principal for the first $62.5 million repaid, and a make-whole plus 5% for the remainder if repaid within two years.

• Exit fees of 5% apply to both the initial and delayed draw term loans.

• The agreement includes financial covenants: minimum liquidity ($50 million if loans >$62.5 million; $25 million otherwise) and a minimum borrowing base of 150% of outstanding loans.

• Mandatory prepayments are required from asset sales, non-ordinary course proceeds, and over-advances.

Significant events and developments

• The agreement replaced a prior Nomura-led credit facility and was executed in connection with a broader refinancing and asset sale strategy.

• Warrants were issued to Oaktree and affiliates, entitling them to purchase up to 1,832,290 shares (6% fully diluted) of common stock at $5.14 per share, with anti-dilution provisions.

• The agreement restricts additional indebtedness, asset sales, investments, and distributions, with exceptions for certain transactions and subject to financial covenant compliance.