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BRC Group Holdings (formerly B. Riley Financial): Kahn, Franchise Group, subpoenas and asset sales

What BRC sold in 2024 and 2025, and to whom

Between May 2024 and June 2025 BRC sold, securitized or gave up eight businesses and stakes: a minority investment in CalNRG, the consumer-brand interests of B. Riley Brand Management and of bebe, control of Great American Holdings, the Atlantic Coast Recycling business, part of its W-2 wealth management business, GlassRatner and B. Riley Farber, and its e-commerce subsidiary Nogin. Sales of assets in the Oaktree borrowing base forced $97.5 million of repayments on the Oaktree facilities, and part of the bebe and recycling proceeds repaid debt directly; BRC's report for the first half of 2026 shows no proceeds from sales of businesses.

published
25 oct 2026
records as of
17 oct 2026
entities
203
sources
116
cite entities.csv

the questionWhich businesses and stakes did BRC sell in 2024 and 2025, to whom, and for how much?

1The disposals at a glance

figureBRC disposals, May 2024 to June 2025 Amounts as stated in BRC filings or the purchase agreements; contract prices are before adjustments and differ from proceeds received by BRC. Buyers are as named in the agreements; where BRC did not name a buyer the cell says so.
DisposalDateBuyerPrice or proceedsEvidence
About 25% stake in California Natural Resources GroupMay 23, 2024Not named in the cited filingSold for $9,272 thousand; gain $254 thousandc-sale-calnrg
Brands Transaction (B. Riley Brand Management interests)October 25, 2024Third-party purchaser of the vehicle's notes and preferred stock (transferee BR Funding Holdings 2024-1 LLC)Upfront payment to BRC of about $189.3 millionc-sale-brands c-sale-brands-tca
bebe brand interests (BB Brand Holdings, BKST Brand Management)October 25, 2024HBN 120, LLC$46,624,420 (about $46.6 million net cash)c-sale-bebe-brands
Class A preferred and 52.591% of class A common units of Great American HoldingsAgreement October 13, 2024; closed November 2024OCM SSF III Great American PT, Opps XII Great American Holdings, VOF Great American HoldingsAbout $203.0 million; about $167.1 million distributed to BRCc-sale-ga c-sale-ga-epa
Atlantic Coast Recycling companiesAgreement March 1, 2025; closed March 3, 2025Atlantic Coast Recycling Holdings, Inc.$102.5 million reported price ($96,454,261 base price before adjustments); $68.6 million cash to BRCc-sale-acr c-sale-acr-mipa
Nogin (assignment for the benefit of creditors)March 31, 2025Assignee for the creditorsNo recovery expected; $28.4 million deconsolidation gainc-sale-nogin
Part of the W-2 wealth management businessApril 4, 2025Stifel Financial Corp.$26.0 million net cashc-sale-stifel c-sale-2025-summary
GlassRatner Advisory & Capital Group and B. Riley Farber AdvisoryJune 27, 2025Gallop U.S. Acquireco Inc. and 1001243443 Ontario Inc.About $117.8 million before adjustmentsc-sale-glassratner

analysisBRC's 2025 annual report lists three disposals completed in 2025: the majority-owned subsidiary Atlantic Coast Recycling, LLC on March 3, 2025 for proceeds of about $68,638 thousand, part of the wealth management business on April 4, 2025 for $26,037 thousand, and the financial consulting business on June 27, 2025 for $117,800 thousand. Sales of assets in the Oaktree borrowing base during 2025 required BRC to repay $62.5 million of the Oaktree term loan and the $35.0 million delayed-draw facility in full. 1

analysisBRC's second-quarter 2026 report shows no gain on sale or deconsolidation of businesses and no proceeds from sales of businesses in the first half of 2026, compared with a gain of $86.2 million and net proceeds of $94.9 million in the first half of 2025. The table below summarizes each disposal. 2

sources in this section

  1. BRC Group Holdings, Inc. annual report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2025 U.S. Securities and Exchange Commission (EDGAR) · 2026
  2. BRC Group Holdings, Inc. quarterly report on Form 10-Q for the period ended June 30, 2026 U.S. Securities and Exchange Commission (EDGAR) · 2026

2Consumer brands and bebe, October 2024

analysisIn October 2024 BRC's subsidiary B. Riley Brand Management moved its brand interests into a securitization. It transferred to a subsidiary securitization financing vehicle its interests in the entities holding assets of six consumer brands and its equity-method investments in Hurley, Justice and Scotch & Soda (the 'Brands Transaction'); the vehicle issued notes and preferred stock secured by those interests to a third-party purchaser, and the proceeds funded an upfront payment to BRC of about $189.3 million. 1

analysisThe Transfer and Contribution Agreement of October 25, 2024 records B. Riley Brand Management LLC as transferor and BR Funding Holdings 2024-1 LLC as transferee. The transferred assets were 80% of BR Brand Holdings LLC, 42.91% of HRLY Brand Management LLC, 40.85% of Justice Brand Management LLC and 10.29% of S&S Brand Management LLC, and the agreement sets the consideration as their fair market value as determined and agreed by the two parties rather than a stated amount. The same day the transferee entered into a note purchase and security agreement with the issuer BR Funding 2024-1 LLC, a servicer, Bluestar Alliance LLC as asset vehicle manager, the note and preference-share purchasers, and U.S. Bank entities as collateral agent and securities intermediary. 2

analysisAlso in October 2024 BRC's majority-owned subsidiary bebe stores, inc. sold its interests in entities holding certain brand assets for about $46.6 million in net cash. The membership interest purchase agreement of October 25, 2024 names HBN 120, LLC as buyer of bebe's 50.00% interest in BB Brand Holdings LLC for $33,500,000 and its 28.53% interest in BKST Brand Management LLC for $13,124,420, together $46,624,420. Of the proceeds, $22.2 million repaid bebe's credit agreement in full, with $0.2 million of payoff expenses, and the remainder was paid to BRC as a dividend. 1 3

3Great American Holdings, November 2024

analysisIn November 2024 BRC and certain subsidiaries contributed their appraisal and valuation services, retail, wholesale and industrial solutions and real estate businesses to Great American Holdings, LLC (GA Holdings), and third-party investors bought all class A preferred units and 52.6% of the class A common units for about $203.0 million. After amounts paid to minority holders and transaction expenses, about $167.1 million was distributed to BRC. 1

analysisThe equity purchase agreement of October 13, 2024 names the buyers as OCM SSF III Great American PT, L.P., Opps XII Great American Holdings, LLC and VOF Great American Holdings, L.P., each party to an equity commitment letter from Oaktree funds; the signature block of OCM SSF III Great American PT, L.P. runs through Oaktree Capital Management, L.P. as director of its general partner. The sellers were BR Financial Holdings, LLC, also acting as sellers' representative, and three individuals who held minority interests in the appraisal and valuation subsidiary B. Riley A&V and were to contribute them to GA Holdings before closing; GA Holdings itself was then a wholly owned subsidiary of BR Financial Holdings, and B. Riley Financial, Inc. signed as ultimate parent for one section only. The buyers acquired all class A preferred units and class A common units representing 52.591% of the class A common units for closing cash consideration of $203,000,000, less reimbursable transaction expenses and an escrow amount. 2

analysisBRC kept a minority stake: at June 30, 2026 it held 38.4% of GA Holdings, carried at $77.8 million ($83.3 million at December 31, 2025). Its GA Holdings interests also became the main collateral for the Oaktree term loan. 3 1

sources in this section

  1. BRC Group Holdings, Inc. annual report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2025 U.S. Securities and Exchange Commission (EDGAR) · 2026
  2. Equity purchase agreement for Great American Holdings, LLC (Exhibit 2.1) U.S. Securities and Exchange Commission (EDGAR) · 13 Oct 2024
  3. BRC Group Holdings, Inc. quarterly report on Form 10-Q for the period ended June 30, 2026 U.S. Securities and Exchange Commission (EDGAR) · 2026

4Atlantic Coast Recycling, March 2025

analysisOn March 3, 2025 BRC, BR Financial Holdings (BRFH), B. Riley Environmental Holdings, LLC and other indirect subsidiaries, including Atlantic Coast Recycling, LLC and Atlantic Coast Recycling of Ocean County, LLC, completed the sale of the group's recycling business. The interests held by BRFH and the minority holders were sold for $102.5 million, subject to adjustments and a holdback pending a third-party consent, giving BRC cash proceeds of $68.6 million after amounts allocated to noncontrolling interests, repayment of contingent consideration, transaction costs and other items. About $22.6 million of those proceeds paid interest, fees and principal on the Oaktree credit facility, and BRC recognized a $52.4 million gain. 1

analysisThe membership interest purchase agreement, dated March 1, 2025, names Atlantic Coast Recycling Holdings, Inc. (Delaware) as purchaser and, as the other parties, the two recycling companies, their member ReVal Group, LLC, B. Riley Financial, Inc., BR Financial Holdings, LLC, B. Riley Environmental Holdings, LLC, BRF Investments, LLC, InfraNext Partners Holdings LLC and several individual holders. It sets a base purchase price of $96,454,261, less closing-date debt and transaction expenses, plus or minus a working-capital adjustment and plus capital expenditure reimbursement amounts. That base price is stated before those adjustments, whereas BRC's filings report a purchase price of $102.5 million; the cited records do not reconcile the two figures. 2

sources in this section

  1. BRC Group Holdings, Inc. quarterly report on Form 10-Q for the period ended June 30, 2026 U.S. Securities and Exchange Commission (EDGAR) · 2026
  2. Membership interest purchase agreement for Atlantic Coast Recycling, LLC (Exhibit 2.1) U.S. Securities and Exchange Commission (EDGAR) · 1 Mar 2025

5Wealth management and advisory businesses, 2025

analysisIn April 2025 BRC sold a portion of its W-2 wealth management business to Stifel Financial Corp. for net cash consideration of $26.0 million. Stifel's own results release for the second quarter of 2025 states that it added 36 experienced financial advisors from B. Riley during that quarter. 1 2

analysisIn June 2025 BRC sold all membership interests of GlassRatner Advisory & Capital Group, LLC, which did business as B. Riley Advisory Services, and all shares of B. Riley Farber Advisory Inc., an Ontario corporation, for cash consideration of about $117.8 million. Under the equity purchase agreement of June 27, 2025, B. Riley Advisory Holdings, LLC sold GlassRatner to Gallop U.S. Acquireco Inc. (Delaware) and B. Riley Advisory US, Inc. sold Farber to 1001243443 Ontario Inc., with B. Riley Financial, Inc. a party as parent for specified sections; at closing the buyers were to pay $117,800,000.00 plus further adjustment items. The agreement refers to a confidentiality agreement effective September 10, 2024 between GlassRatner and TorQuest Partners Management Inc. 1 3

sources in this section

  1. BRC Group Holdings, Inc. annual report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2025 U.S. Securities and Exchange Commission (EDGAR) · 2026
  2. Stifel Financial Corp. second-quarter 2025 results release (Exhibit 99.1) U.S. Securities and Exchange Commission (EDGAR) · 30 Jul 2025
  3. Equity purchase agreement for GlassRatner Advisory & Capital Group, LLC and B. Riley Farber Advisory Inc. (Exhibit 2.1) U.S. Securities and Exchange Commission (EDGAR) · 27 Jun 2025

6Smaller exits: CalNRG and Nogin

analysisThe earliest of these exits was a minority stake. California Natural Resources Group, LLC (CalNRG) was a related party through BRC's approximately 25.0% equity stake, and BRC had guaranteed up to $7,375 thousand of CalNRG's bank credit facility; on May 23, 2024 BRC sold the stake for $9,272 thousand, realizing a gain of $254 thousand, with no commitments remaining. 1

analysisNogin, an e-commerce subsidiary, was not sold. On March 31, 2025 BRC signed a deed of assignment for the benefit of creditors transferring all of Nogin's assets to an assignee. BRC deconsolidated Nogin, states that it no longer controls or owns Nogin's assets or has obligations to its creditors, does not expect to recover its investment, and recognized a $28.4 million deconsolidation gain in the first half of 2025. Certain Nogin creditors then filed an involuntary chapter 7 petition in a federal bankruptcy court in New York, and an order for relief moved the assignment to a liquidation. 2

sources in this section

  1. BRC Group Holdings, Inc. annual report on Form 10-K/A (Amendment No. 1) for the year ended December 31, 2025 U.S. Securities and Exchange Commission (EDGAR) · 2026
  2. BRC Group Holdings, Inc. quarterly report on Form 10-Q for the period ended June 30, 2026 U.S. Securities and Exchange Commission (EDGAR) · 2026

timeline · 2024–2025

  1. Brands Transaction and sale of bebe brand interests
  2. Sale of control of Great American Holdings to Oaktree vehicles closes
  3. Atlantic Coast Recycling sold
  4. Nogin assets assigned for the benefit of creditors
  5. Part of the W-2 wealth management business sold to Stifel
  6. GlassRatner and B. Riley Farber sold for $117.8 million

cite this dossier

DossierTwist, “BRC Group Holdings (formerly B. Riley Financial): Kahn, Franchise Group, subpoenas and asset sales”, dt.028, 25 October 2026, https://dossiertwist.com/dossiers/brc-group-holdings/

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