Concludes Previously Announced Review of Strategic Alternatives for the Great American Group Businesses

LOS ANGELES, Oct. 14, 2024 /PRNewswire/ -- B. Riley Financial, Inc. (NASDAQ:RILY) ("B. Riley" and the "Company"), a diversified financial services platform, and funds managed by Oaktree Capital Management, L.P. ("Oaktree"), have signed a definitive agreement (the "Agreement") to establish a partnership in Great American Holdings, LLC, a newly formed holding company ("Great American NewCo").

Prior to the closing of the transactions contemplated by the Agreement, B. Riley will undertake a pre-closing internal reorganization and will contribute all of the interests in B. Riley's Appraisal and Valuation Services, Retail, Wholesale & Industrial Solutions and Real Estate Advisory businesses (collectively known as the "Great American Group") to Great American NewCo.

At the closing of the transaction, B. Riley will receive total consideration consisting of approximately $203 million in cash, subject to certain purchase price adjustments, Class B Preferred Units of Great American NewCo with an initial aggregate liquidation preference of approximately $183 million, and Class A Common Units of NewCo representing approximately 47% of the total outstanding common units. Oaktree will acquire Class A Preferred Units of Great American NewCo with an initial liquidation preference of approximately $203 million, as well as Class A Common Units representing approximately 53% of the aggregate amount of the issued and outstanding Class A Common Units of Great American NewCo, in exchange for cash consideration of approximately $203 million (the "Proposed Transaction"), implying a total enterprise value for the Great American NewCo of $386 million. The transaction has been approved by the Board of Directors of the Company and is subject to the receipt of required regulatory approvals and other customary closing conditions. It is expected to close in the fourth quarter of 2024.