BRC Group Holdings, Inc. — fact timeline

BRC Group Holdings, Inc.: Amended the Code of Business Conduct and Ethics to clarify the right of employees, agents, consultants and contractors to report possible violations of law or regulations to self-regulatory authorities or governmental agencies (effective 2023-05-23).

“On May 23, 2023, in connection with its periodic review of the Company’s Code of Business Conduct and Ethics (the “Code”), the Board of Directors of the Company amended the Code to clarify the right of the Company’s employees, agents, consultants and contractors’ right to report possible violations of the law or regulations to self-regulatory authorities or governmental agencies or entities.”

BRC Group Holdings, Inc. shareholders approved Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-23 meeting.

“2. Ratification of the selection of Marcum LLP as independent registered public accounting firm for the fiscal year ending December 31, 2023: Votes For Votes Against Abstentions 12,491,891 7,236,392 849,178”

BRC Group Holdings, Inc. shareholders approved Election of Directors at the 2023-05-23 meeting.

“1. Election of Directors: Nominee for Director Votes For Votes Against Abstentions Broker Non-Votes (01) Bryant R. Riley 15,088,265 147,202 6,683 5,335,311 (02) Thomas J. Kelleher 15,102,329 131,954 7,867 5,335,311 (03) Robert L. Antin 14,629,787 602,554 9,810 5,335,310 (04) Tammy Brandt 15,080,478 150,033 11,640 5,335,310 (05) Robert D’Agostino 14,035,790 1,194,636 11,722 5,335,313 (06) Renee E. LaBran 13,743,195 1,484,885 14,072 5,335,309 (07) Randall E. Paulson 13,779,086 1,452,822 10,242 5,335,311 (08) Michael J. Sheldon 15,067,341 163,534 11,274 5,335,312 (09) Mimi K. Walters 13,726,273 1,504,425 11,450 5,335,313”

BRC Group Holdings, Inc. entered into Limited Guarantee with Franchise Group, Inc. (FRG) valued at guarantee of up to $57,000,000 for certain liabilities, including a termination fee of $55,000,000 (effective 2023-05-10).

“B. Riley and FRG entered into a Limited Guarantee dated as of May 10, 2023 (the “Limited Guarantee”) in favor of FRG, pursuant to which B. Riley agreed to guarantee to FRG the due and punctual payment, performance and discharge when required by Parent or Merger Sub to FRG of certain liabilities and obligations of Parent or Merger Sub under the Merger Agreement pursuant to and in accordance therewith, including (i) a termination fee due to FRG in the amount of $55,000,000 if the Merger Agreement is terminated under certain specified circumstances provided for in the Merger Agreement; (ii) certain reimbursement obligations of Parent when required to be paid by Parent pursuant to the Merger Agreement; and (iii) liabilities or damages resulting from any actual fraud or Willful and Material Breach (as defined in the Merger Agreement) by Parent or Merger Sub required to be paid by Parent or Merger Sub pursuant to the Merger Agreement; provided, that, except in the case of actual fraud or Wil”

BRC Group Holdings, Inc. entered into Equity Commitment Letter with Freedom VCM Holdings, LLC and Freedom VCM, Inc. (Parent) valued at $560,000,000 equity financing (effective 2023-05-10).

“B. Riley entered into an Equity Commitment Letter, dated as of May 10, 2023 (the “Equity Commitment Letter”), with Freedom VCM Holdings, LLC (“TopCo”) and Parent, pursuant to which B. Riley, subject to the terms and conditions of the Equity Commitment Letter, has agreed to contribute to TopCo, at or prior to the closing of the Merger, an amount equal to $560 million in equity financing (the “B. Riley Equity Commitment”).”

BRC Group Holdings, Inc. reported first quarter 2023 results: revenue $432.1 million, net income $15.1 million, EPS $0.51 diluted earnings per share.

“B. Riley Financial Reports First Quarter 2023 Results; Declares $1.00 Dividend LOS ANGELES, May 4, 2023 – B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley” or the “Company”), a diversified financial services platform, today released results for the three-month period ending March 31, 2023. Q1 2023 Financial Highlights ● Total revenues increased 75% to $432.1 million ● Net income of $15.1 million, or $0.51 diluted earnings per share (EPS)”

BRC Group Holdings, Inc. reported that prior financial statements should not be relied upon.

“management and the Audit Committee of the Board of Directors of B. Riley Financial, Inc. (the “Company”) determined that the Company’s previously issued financial statements in its Annual Reports on Form 10-K for the years ended December 31, 2021 and 2020, as well as the previously filed Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022 and 2021, June 30, 2022 and 2021 and September 30, 2022 and 2021 (collectively, the “Specified Financial Statements”), should no longer be relied upon due to errors in such financial statements, and therefore a restatement of these Specified Financial Statements is required”

BRC Group Holdings, Inc. reported the fiscal year ended December 31, 2022 results: revenue $915.5 million, net income ($167.8 million).

“§ Total revenues were $326.8 million for the quarter and $915.5 million for the year. § Operating revenues increased to $450.4 million for the quarter and $1.3 billion for the year. § Net losses of ($59.4 million) for the quarter and ($167.8 million) for the year were primarily driven by softness in small-cap markets throughout 2022 and related impact on investments.”

BRC Group Holdings, Inc. reported the fourth quarter ended December 31, 2022 results: revenue $326.8 million, net income ($59.4 million).

“§ Total revenues were $326.8 million for the quarter and $915.5 million for the year. § Operating revenues increased to $450.4 million for the quarter and $1.3 billion for the year. § Net losses of ($59.4 million) for the quarter and ($167.8 million) for the year were primarily driven by softness in small-cap markets throughout 2022 and related impact on investments.”

BRC Group Holdings, Inc. reported the fiscal quarter ended September 30, 2022 results: revenue $340.4 million, net income $45.8 million, EPS $1.53 per diluted share.

“2 ea167967ex99-1_briley.htm EARNINGS RELEASE DATED NOVEMBER 3, 2022 Exhibit 99.1 B. Riley Financial Reports Third Quarter 2022 Results; Declares $1.00 Dividend Total Revenues of $340.4 million Net Income of $45.8 million, Diluted EPS of $1.53 Adjusted EBITDA of $141.4 million Declares Quarterly Dividend of $1.00 per common share Board Approves Share Repurchase Plan of”

Mikel H. Williams resigned as director at BRC Group Holdings, Inc..

“On October 18, 2022, Mikel H. Williams resigned from the board of directors of B. Riley Financial, Inc. (the “Company”), effective immediately.”

Tammy Brandt was appointed as independent director at BRC Group Holdings, Inc..

“Effective December 20, 2021, the Board of Directors (the “ Board ”) of the Company increased the number of directors that comprised the full Board from nine to ten members and appointed Tammy Brandt as an independent director to fill the new seat on the Board, with a term expiring at the Company’s next annual meeting of stockholders.”

Renée E. LaBran was appointed as Director at BRC Group Holdings, Inc..

“Effective August 11, 2021, the Board of Directors (the “ Board ”) of B. Riley Financial, Inc. (the “ Company ”) increased the number of directors that comprised the full Board from eight to nine members and appointed Renée E. LaBran as an independent director to fill the new seat on the Board”