---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-25-020254"
form_type: "8-K"
ticker: "RILY"
cik: "0001464790"
company_name: "BRC Group Holdings, Inc."
filed_at: "2025-03-04T23:59:59+00:00"
generated_at: "2026-05-25T13:44:31.474167+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# B. Riley secures $160M Oaktree credit facility with warrants at $5.14/share

## Summary
- $125M initial term loan (3-yr maturity) + $35M delayed draw (June 30, 2025) from Oaktree.
- Proceeds used to repay existing Nomura credit facility, fund JOANN liquidation costs, and working capital.
- Interest at SOFR+8.00% (SOFR loans) or Base Rate+7.00%; closing fee 3%/2%, exit fee 5%.
- Warrants to Oaktree for 1,832,290 shares (6% fully diluted) at $5.14 per share; anti-dilution up to 19.9%.
- Liquidity covenant: maintain at least $50M ($25M if outstanding ≤ $62.5M).

## SEC filing metadata
- accession: 0001213900-25-020254
- form_type: 8-K
- ticker: RILY
- cik: 0001464790
- company_name: BRC Group Holdings, Inc.
- filed_at: 2025-03-04T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1464790/000121390025020254/0001213900-25-020254-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1464790/000121390025020254/ea0232942-8k_briley.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-020254
- JSON: https://secwatch.observer/filing/0001213900-25-020254.json
- Plain text: https://secwatch.observer/filing/0001213900-25-020254.txt

## Key facts
- Debt Financings
  BRC Group Holdings, Inc. incurred credit facility of $35,000,000 with Oaktree Fund Administration, LLC at SOFR Loans will accrue interest at the Adjusted Term SOFR Rate determined for su maturing The Delayed Draw Facility will mature on June 30, 2025, subject to acceleration or prepayment..
  - Instrument: credit facility
  - Principal: $35,000,000
  - Counterparty: Oaktree Fund Administration, LLC
  - Rate: SOFR Loans will accrue interest at the Adjusted Term SOFR Rate determined for su
  - Maturity: The Delayed Draw Facility will mature on June 30, 2025, subject to acceleration or prepayment.
  - Event: incurrence
  source text: On February 26, 2025 (the “ Closing Date ”), B. Riley Financial, Inc., a Delaware corporation (the “ Company ”), and the Company’s wholly owned subsidiary, BR Financial Holdings, LLC, a Delaware limited liability company (the “ Borrower ”), entered into a credit agreement (the “ Credit Agreement ”), by and among the Company, the Borrower, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral agent, providing for (i) a three-year $125 million secured term loan credit facility (the “Initial Term Loan Facility ”) and (ii) a four-month $35 million secured delayed draw term loan credit facility (the “ Delayed Draw Facility ” and, together with the Initial Term Loan Facility, the “ Credit Facilities ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1464790/000121390025020254/0001213900-25-020254-index.htm
- Debt Financings
  BRC Group Holdings, Inc. incurred credit facility of $125,000,000 with Oaktree Fund Administration, LLC at SOFR Loans will accrue interest at the Adjusted Term SOFR Rate determined for su maturing The Initial Term Loan Facility will mature on the earlier of (i) February 26, 2028, and (ii) if any series of bonds, notes or bank indebtedness of the Company o.
  - Instrument: credit facility
  - Principal: $125,000,000
  - Counterparty: Oaktree Fund Administration, LLC
  - Rate: SOFR Loans will accrue interest at the Adjusted Term SOFR Rate determined for su
  - Maturity: The Initial Term Loan Facility will mature on the earlier of (i) February 26, 2028, and (ii) if any series of bonds, notes or bank indebtedness of the Company o
  - Event: incurrence
  source text: On February 26, 2025 (the “ Closing Date ”), B. Riley Financial, Inc., a Delaware corporation (the “ Company ”), and the Company’s wholly owned subsidiary, BR Financial Holdings, LLC, a Delaware limited liability company (the “ Borrower ”), entered into a credit agreement (the “ Credit Agreement ”), by and among the Company, the Borrower, the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral agent, providing for (i) a three-year $125 million secured term loan credit facility (the “Initial Term Loan Facility ”) and (ii) a four-month $35 million secured delayed draw term loan credit facility (the “ Delayed Draw Facility ” and, together with the Initial Term Loan Facility, the “ Credit Facilities ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1464790/000121390025020254/0001213900-25-020254-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.