BRC debt, refinancing and capital, 2021–2026

analysisBRC's annual report for 2025 states that the company reduced its total outstanding indebtedness from $1.8 billion at December 31, 2024 to $1.4 billion at December 31, 2025. At the end of 2025 that $1.4 billion consisted mainly of $1.3 billion of Senior Notes and Senior Secured Second Lien Notes, maturing between March 31, 2026 and August 31, 2028 at fixed rates of 5.00% to 8.00%, plus $128.1 million of term loans under the Oaktree Capital Management, L.P. credit agreement and the credit agreement of its subsidiary BRPI Acquisition Co LLC (BRPAC), and $6.6 million drawn under the Targus revolving credit facility, all of these loans at variable rates. ¹

analysisThe annual report summarizes the year's refinancing. On February 26, 2025 BRC executed a new term loan facility with Oaktree-affiliated companies, maturing February 26, 2028, whose proceeds went primarily to repay everything outstanding under the Nomura credit agreement; it then repaid a further $97.5 million on the Oaktree loan. On February 28, 2025 it redeemed the $145.2 million of 6.375% Senior Notes at maturity, and in five private exchanges institutional lenders exchanged $355.0 million of senior notes for $228.4 million of New Notes. ¹

analysisThe reduction continued into 2026. In its results release of May 7, 2026 BRC stated that total debt fell by $128.9 million during the first quarter to $1.30 billion and that Net Debt declined by $254.6 million to $372.4 million; Net Debt, like the quarter's $262.2 million of Adjusted EBITDA, is a measure the company defines in the release rather than an audited balance-sheet caption. The same release reported first-quarter net income available to common shareholders of $211.3 million. ²

analysisBRC's 2025 annual report states that the company generated net income of $307.4 million in 2025. For the six months ended June 30, 2026 it reported total revenues of $591.2 million, against $411.4 million a year earlier, and net income of $243.8 million, of which $233.8 million was attributable to BRC; realized and unrealized gains on investments contributed $117.2 million. Second-quarter 2026 revenues were $239.1 million and net income $21.6 million. ^{1 2}

analysisBRC's stockholders' deficit narrowed during 2025 and turned into positive equity by mid-2026. The parent-company-only balance sheet in the 2025 annual report shows total assets of $1,189,066 thousand and total liabilities of $1,359,599 thousand, including $1,301,798 thousand of senior notes, at December 31, 2025: a stockholders' deficit of $170,533 thousand, down from $488,175 thousand a year earlier. BRC's consolidated balance sheet at June 30, 2026 shows BRC stockholders' equity of $142.2 million and total equity, including noncontrolling interests, of $201.2 million, with 40,199,755 common shares outstanding against 30,597,066 at the end of 2025. That consolidated statement gives the December 31, 2025 deficit as $171,533 thousand, $1,000 thousand more than the parent-only figure; the cited records do not explain the difference. ^{1 2}

analysisFrom 2021 BRC's corporate credit facilities had Nomura Corporate Funding Americas, LLC as administrative agent. Under a credit agreement of June 23, 2021, BRC and its wholly owned subsidiaries BR Financial Holdings, LLC (BRFH) and BR Advisory & Investments, LLC borrowed a four-year $300.0 million secured term loan and had a four-year $80.0 million secured revolving facility, with Wells Fargo Bank, N.A. as collateral agent. ¹

analysisOn August 21, 2023 BRC and BRFH replaced it with a new Nomura agreement, Computershare Trust Company, N.A. acting as collateral agent: a four-year $500.0 million secured term loan and a four-year $100.0 million secured revolving facility, guaranteed by certain BRFH subsidiaries. The stated purposes were to fund the Freedom VCM equity investment, to prepay the 2021 facilities ($347.9 million, of which $342.0 million principal and $5.9 million interest and fees), to fund a dividend reserve of at least $65.0 million, to pay fees and expenses and for general corporate purposes. ¹

analysisUnder Amendment No. 4 of September 17, 2024 BRC paid $85.9 million ($85.1 million of principal and $0.7 million of accrued interest); after $5.9 million of loan fees, of which $3.5 million was added to principal, the term loan fell from $469.75 million to $388.1 million. The undrawn $100.0 million revolver was terminated, BRC had to bring the term loan down to no more than $100.0 million by September 30, 2025, and the maturity stayed August 21, 2027. ¹

analysisOn February 26, 2025 BRC and BRFH signed a credit agreement with a group of funds directly or indirectly controlled by Oaktree, Oaktree Fund Administration, LLC acting as administrative and collateral agent. It provided a three-year $125.0 million secured term loan and a four-month $35.0 million secured delayed-draw term loan. The term loan matures on February 26, 2028, or earlier on a springing date 91 days before the maturity of other bonds, notes or bank debt above $10.0 million (other than the 6.375% notes due February 28, 2025 and the 5.50% notes due March 31, 2026). Term-loan proceeds mainly repaid the Nomura agreement and covered working capital and transaction costs; the delayed-draw proceeds funded obligations relating to the liquidation of substantially all assets of JOANN, Inc. and its subsidiaries, and working capital. ¹

analysisIn connection with the term loan BRC issued warrants to certain Oaktree affiliates to buy about 1,832,290 common shares, 6% on a fully diluted basis, at $5.14 per share, with anti-dilution provisions that could in certain circumstances allow exercise for up to 19.9% of the then-outstanding stock. On May 28, 2026 the holders gave notice of a cashless exercise: on May 29, 2026 BRC issued them 915,251 shares in exchange for the surrender of 917,039 shares under the warrants, and the warrants were then fully exercised. ^{1 2}

analysisAsset sales drove the early repayments. During 2025 sales of assets in the Oaktree borrowing base required BRC to repay $62.5 million of the term loan and the $35.0 million delayed-draw facility in full, together $97.5 million, reducing the term loan from $125.0 million to $62.5 million; BRC recorded a $15.6 million loss on extinguishment and $12.3 million of interest expense on the facility for the year. At December 31, 2025 the $62.5 million balance was secured by assets carried at $241.2 million, mainly the common and preferred equity interests in Great American Holdings, LLC (GA Holdings) and other designated loans and equity investments held by BRFH, together with the equity of BRFH's subsidiaries; at June 30, 2026 the same balance was secured by assets carried at $304.4 million, again mainly the GA Holdings interests. ^{1 2}

analysisThe agreement was amended repeatedly. Amendment No. 1 (March 24, 2025) removed certain pledged stock from the collateral and adjusted mandatory prepayments on disposals of borrowing-base assets; Amendment No. 2 (July 8, 2025) added certain first-lien term loans made to BRC subsidiaries to the borrowing base and changed negative covenants; Amendment No. 3 (October 8, 2025) provided that the springing maturity cannot fall before March 31, 2027; and Amendment No. 4 (January 14, 2026) added an investment carve-out and allowed BRC to repurchase up to $25.0 million of unsecured notes by June 30, 2026. After an Amendment No. 5 dated August 7, 2026, Amendment No. 6, Consent and Waiver, of September 28, 2026 consented to a BRC subsidiary's acquisition of Sangoma Technologies Corporation under the arrangement agreement signed that day, waived an indebtedness covenant, investment covenants and a covenant prohibiting certain guarantees solely to the extent needed for that transaction, and requires 50% of cash distributions a loan party receives from a telecom subsidiary to be used to prepay the term loans, subject to the prepayment premium. ^{1 3}

analysisBRC's consolidated term loans combine the corporate facility with loans made to subsidiaries. BRC's term loans, before unamortized costs, were $205.6 million at December 31, 2024 (Lingo $52.9 million, Nomura $122.5 million at 11.52% and BRPAC $30.1 million), $128.1 million at December 31, 2025 (BRPAC $64.0 million at 6.83% and Oaktree $64.1 million at 11.82%) and $123.0 million at June 30, 2026 (BRPAC $57.75 million at 6.51% and Oaktree $65.2 million at 11.66%). The $64.1 million Oaktree principal in that table differs from the $62.5 million outstanding balance given for the same date in the collateral note, and the cited passages do not reconcile them. Revolving loans were the Targus revolver ($6.6 million at December 31, 2025 and $15.3 million at June 30, 2026) and a BRPAC revolver of $16.0 million at June 30, 2026. ^{1 2}

analysisBRPAC and Lingo Management, LLC borrowed from Banc of California. BRC's exhibit index lists a credit agreement between BRPI Acquisition Co LLC and Banc of California dated December 19, 2018 and a guaranty and pledge agreement by B. Riley Principal Investments, LLC of the same date. Separately, on August 16, 2022 Lingo borrowed a five-year $45.0 million term loan from Banc of California, N.A. as agent and lender, with BRC as secured guarantor, to finance part of its purchase of BullsEye Telecom, Inc.; amendments raised it to $73.0 million. ¹

analysisOn January 6, 2025 BRPAC and other subsidiaries entered into an amended and restated credit agreement with Banc of California, as agent and lender, and other lenders, adding Lingo as a borrower. A new five-year $80.0 million term loan, repayable at $4.0 million a quarter with the balance due on January 6, 2030, repaid the original 2018 BRPAC agreement and the Lingo loan, whose agreement was effectively terminated that day. The facility allows incremental term loans of up to $40.0 million and is secured by substantially all assets of the BRPAC borrowers (about $309.9 million at December 31, 2025), including pledges of all their equity and of 65% of the equity of United Online Software Development (India) Private Limited and of magicJack VocalTec Ltd. ¹

analysisOn October 18, 2022 Targus entered into a credit agreement with PNC Bank, National Association, as agent and security trustee, for a five-year $28.0 million term loan and a five-year $85.0 million revolving loan that financed part of BRC's acquisition of Targus, with final maturity on October 18, 2027. Targus breached financial covenants under that agreement in 2023 and 2024. Amendments No. 1 (October 31, 2023) and No. 2 (February 20, 2024) changed the fixed charge coverage and minimum EBITDA tests and waived the breaches for the periods ended September 30 and December 31, 2023, Amendment No. 2 also giving BRC a 'Keepwell' right to cure a breach with a capital contribution. After further minimum EBITDA breaches for the periods ended June 30 and September 30, 2024, BRC contributed $1.6 million on August 14, 2024 to cure the June breach; Amendment No. 4 (November 7, 2024) waived the September breach, reduced revolving sublimits, modified the coverage covenant, replaced the minimum EBITDA test with a minimum undrawn availability covenant; at the same time BRC repaid the term loan in full with $2.1 million of revolver advances and $7.5 million of its own cash. ¹

analysisThe PNC agreement was amended three more times in 2025, around a refinancing deadline. Amendment No. 5 (May 9, 2025) required quarterly revolver repayments of $2.5 million from September 30, 2025, cut commitments from $30.0 million to $25.0 million, required a $5.0 million repayment and commercially reasonable efforts to refinance by July 31, 2025, and set quarterly commitment fees of $0.25 million and a $1.0 million deferred fee if no refinancing occurred; Amendments No. 6 (July 25, 2025) and No. 7 (August 15, 2025) moved the date to August 15 and then August 20, 2025, with a revised $0.85 million deferred fee and amendment fees of $0.15 million and $0.1 million. On August 20, 2025 Targus and certain subsidiaries signed a three-year $30.0 million revolving credit, receivables purchase, security and guaranty agreement with FGI Worldwide LLC, as agent, maturing August 20, 2028, which repaid all PNC obligations. It is secured by all assets of the loan parties (about $147.2 million at December 31, 2025) and a pledge of the equity of Targus and its subsidiaries; as the agreement required, BRC's subsidiary B. Riley Commercial Capital, LLC raised its subordinated intercompany loan to Targus from $5.0 million to $10.0 million at closing and to $12.0 million on March 13, 2026. ¹

analysisbebe stores, inc. had its own term loan. After BRC obtained a majority interest on October 6, 2023, bebe's five-year $25.0 million term loan from SLR Credit Solutions was counted among BRC's term loans until it was repaid on October 25, 2024 at the closing of the Brands Transaction, the transfer of B. Riley Brand Management's interests in six consumer brands and three equity-method investments to a securitization vehicle whose financing funded an upfront payment to BRC of about $189.3 million; the repayment used $22.2 million of the proceeds plus $0.2 million of payoff expenses. ¹

analysisSenior notes are most of the debt. Their total carrying amount was $1,530,561 thousand at December 31, 2024, net of $95 thousand of unamortized issuance costs, $1,301,798 thousand at December 31, 2025 and $1,129,966 thousand at June 30, 2026, when five issues remained: the 6.50% notes due September 30, 2026, the 5.00% notes due December 31, 2026, the 8.00% New Notes due January 1, 2028, the 6.00% notes due January 31, 2028 and the 5.25% notes due August 31, 2028. The weighted average interest rate was 5.59% at June 30, 2026 and 5.60% at the end of 2025. The table below gives each issue. ^{1 2}

analysisThe 2025 exchanges gave noteholders secured New Notes in place of their existing notes. BRC treated the five private exchanges of March 26, April 7, May 21, June 30 and July 11, 2025 as troubled debt restructurings: it issued $228.4 million principal of 8.00% New Notes due January 1, 2028 and recorded a $67.2 million gain. The New Notes were issued under an indenture of March 26, 2025 with GLAS Trust Company LLC as trustee and collateral agent; they are guaranteed by BRC's wholly owned restricted subsidiaries, subject to exclusions, and secured on a second-lien basis, junior to BRC's credit facility, by substantially all assets of BRC and the guarantors. Their $268.0 million carrying amount at December 31, 2025 includes $39.6 million of future undiscounted interest, and no future interest expense is recognized on them. ¹

analysisIn 2026 BRC redeemed one issue for cash and called a second. On March 30, 2026 it redeemed the whole $95,991 thousand principal of its 5.50% Senior Notes due 2026 at 100% plus accrued interest, and the notes, listed on Nasdaq as RILYK, were delisted. On August 28, 2026 it announced that it had called all $142,137,375 principal of its 6.50% Senior Notes due 2026 for redemption on September 29, 2026 at 100% plus accrued interest, with the RILYN listing to end that day; the cover page of its Form 8-K on the agreements of September 28, 2026 lists the common stock (RILY), the Series A (RILYP) and Series B (RILYL) depositary shares and the 5.00% 2026 (RILYG), 5.25% 2028 (RILYZ) and 6.00% 2028 (RILYT) notes as registered on the Nasdaq Global Market, without the 6.50% notes. ^{1 3 4}

analysisBRC also retired notes by exchanging them for common stock with DBA Trading, LLC under Section 3(a)(9) of the Securities Act. In early 2026 it exchanged 224,226 units of the 5.50% notes for 621,604 shares on February 6; units of the 6.50%, 5.00% and 6.00% notes for 903,309 shares on February 27; units of the 5.00%, 6.50%, 5.25% and 6.00% notes for 2,240,000 shares on March 10, after which DBA Trading held more than 5% of the common stock; and 115,860 and 100,000 units of the 5.50% notes for 436,387 and 352,566 shares on March 13 and March 26. Over the first half of 2026 the exchanges covered $69.1 million principal of notes, $42.5 million of it in troubled debt restructurings, for 8,358,495 shares ($33.0 million for 3,804,629 shares in the second quarter); the shares had a fair value of $67.8 million at settlement prices of $6.60 to $9.34 per share, and BRC recognized a net gain on extinguishment of $1.3 million. On March 10, 2026 BRC also bought back $4.3 million of its 5.00% notes due December 31, 2026 in the market for $4.0 million. ^{1 5 2}

analysisBRC announced in August 2024 that it was suspending its common stock dividend to prioritize reducing debt; it paid $33.7 million of common dividends in 2024 and none in 2025. On January 21, 2025 it announced a temporary suspension of dividends on its Series A preferred stock and, as its 2024 annual report also states, on its Series B preferred stock; unpaid dividends accrue, and dividends in arrears on the Series A depositary shares were $5.7 million at December 31, 2025, against $0.8 million a year earlier. ^{1 2}

analysisOn April 30, 2026 BRC did not pay the quarterly dividends on its Series A and Series B preferred stock, the sixth unpaid period since the suspension announced on January 21, 2025, so a 'Preferred Dividend Default' occurred under each certificate of designation. The certificates then enlarge the board by two seats and entitle the preferred holders to elect two additional directors until all accumulated dividends are paid; as of its second-quarter 2026 report BRC had not received a written demand meeting the requirements for a special meeting to elect them. Cumulative unpaid dividends included in the liquidation preference at June 30, 2026 were $7.3 million on the Series A and $4.8 million on the Series B preferred stock. ³

analysisBRC filed its 2024 Form 10-K late, on September 19, 2025, and its first three 2025 quarterly reports were also late. Nasdaq's Listing Qualifications Staff sent Staff Determination Letters on April 3, May 21, August 20, October 1 and November 21, 2025 for non-compliance with Listing Rule 5250(c)(1); the letters did not result in suspension of trading or delisting. After a hearing on November 4, 2025, a Nasdaq Hearings Panel decided on November 18, 2025 to allow continued listing subject to conditions. BRC filed the three quarterly reports on November 18 and December 15, 2025 and January 14, 2026, and on January 27, 2026 Nasdaq confirmed that it had regained compliance and imposed a one-year 'Mandatory Panel Monitor', under which a further late filing during that year would not allow BRC to submit a compliance plan to the Staff. ¹

analysisMarcum LLP audited BRC's financial statements from fiscal 2006, and the board selected it again for 2023; its audit fees were $3,791,430 for 2022 and $2,321,824 for 2021. On September 8, 2025 the Audit Committee dismissed Marcum, effective on completion of its audit of the 2024 financial statements and internal control over financial reporting, which were included in the Form 10-K filed on September 19, 2025, and the same day approved BDO USA, P.C. as auditor for 2025, subject to BDO's client acceptance procedures. BRC states that Marcum's reports on the 2022 and 2023 statements contained no adverse opinion or disclaimer and that there were no disagreements with Marcum during 2023, 2024 and the interim period to September 8, 2025. ^{1 2}

analysisIn the same disclosure BRC listed material weaknesses in its internal control over financial reporting during 2023, 2024 and the interim period to September 8, 2025: IT general controls at subsidiaries (a B. Riley Advisory Holdings unit, Lingo Management, Tiger US Holdings and bebe stores); reliance on service-organization reports for Marconi Wireless and B. Riley Retail Solutions; management's review of level 3 investment valuations, the income tax provision and goodwill; journal entry review and approval; and management's review controls to identify and disclose material related party transactions. ²

analysisBefore its appointment BDO informed BRC that it would not be independent for the 2025 audit, because BDO member firms had performed non-audit services (payroll, corporate secretarial, treasury and accounts payable, and third-party licensed software) for BRC affiliates during the audit period; those services were terminated in April 2025. BRC's Audit Committee and BDO nevertheless each concluded that the services would not impair BDO's objectivity and impartiality, citing among other reasons that they ceased before the appointment, were provided to a limited number of smaller foreign subsidiaries and were immaterial to both firms. BRC's annual report for 2025 names BDO USA, P.C. of Los Angeles (PCAOB firm ID 243) as its independent auditor. The latest proxy statement reports fees of $9,555,222 to BDO for 2025 ($9,511,596 audit and $43,626 tax) and $11,779,900 to Marcum for 2024, including $1,278,400 of audit-related fees that the proxy statement describes only as being “in connection with SEC investigation”, without further detail. ^{2 3}