STOCK TITAN

BRC Group Holdings (RILY) updates Oaktree credit deal, adds $25M note buyback room

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BRC Group Holdings, Inc. entered into Amendment No. 5 to its Credit Agreement with Oaktree Fund Administration, LLC and other lenders through subsidiary BR Financial Holdings, LLC. The amendment updates the borrowing base by removing certain assets and increasing the percentage credit for others.

It clarifies that the springing maturity of the Initial Term Loan will not be triggered by the Company’s September 2026 or December 2026 bonds. The amendment replaces the Initial Term Loan exit fee with an amendment fee of $3,1250,000, which is added to the term loan principal and payable at maturity. Additional carve-outs and baskets are added, including capacity to repurchase up to $25 million of unsecured notes, expanded flexibility for equity line and variable rate transactions by subsidiaries, and an extended investment basket through the Maturity Date.

Positive

  • None.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Common stock par value $0.0001 per share Par value of BRC Group Holdings, Inc. common stock
Series A preferred dividend rate 6.875% Cumulative Perpetual Preferred Stock, Series A represented by depositary shares
Series B preferred dividend rate 7.375% Cumulative Perpetual Preferred Stock, Series B represented by depositary shares
Senior Notes coupon 2026 (5.00%) 5.00% 5.00% Senior Notes due 2026 listed on Nasdaq
Senior Notes coupon 2026 (6.50%) 6.50% 6.50% Senior Notes due 2026 listed on Nasdaq
Senior Notes coupon 2028 (5.25%) 5.25% 5.25% Senior Notes due 2028 listed on Nasdaq
Senior Notes coupon 2028 (6.00%) 6.00% 6.00% Senior Notes due 2028 listed on Nasdaq
Unsecured note repurchase basket $25 million Additional basket in Section 6.06 for repurchasing unsecured notes before Maturity Date
borrowing base financial
"updating the borrowing base components by deleting certain assets"
A borrowing base is the amount a lender will allow a company to borrow based on the value of assets the company offers as security, typically things like accounts receivable and inventory. It matters to investors because it sets a practical ceiling on short-term financing and influences a company’s liquidity and risk: if the borrowing base falls, the company may lose access to cash or be forced to sell assets, which can affect operations and share value.
springing maturity financial
"clarifying that the springing maturity function of the Initial Term Loan"
disposition covenant financial
"asset carve-outs subject to the disposition covenant in Section 6.04"
basket financial
"adding an additional basket to Section 6.06 that allows the Company"
A basket is a collection of securities or assets grouped and traded together as a single unit—like buying a mixed fruit basket instead of one apple. Investors use baskets to spread risk across many holdings, gain broad exposure to a sector, index or investment idea, or execute large trades more efficiently; the basket’s performance shows how that group behaves and affects portfolio diversification, costs and risk.
equity line of credit financial
"subsidiaries to engage in equity line of credit commitment and/or"
An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.
Initial Term Loan Exit Fee financial
"removing the Initial Term Loan Exit Fee and replacing with an"

FAQ

What credit agreement change did BRC Group Holdings (RILY) disclose on August 7, 2026?

BRC Group Holdings disclosed Amendment No. 5 to its Credit Agreement with Oaktree and other lenders. The changes affect the borrowing base, fees, note repurchase capacity, and various covenant baskets and carve-outs.

How does the new amendment affect BRC Group Holdings (RILY) term loan fees?

The amendment removes the Initial Term Loan exit fee and introduces an amendment fee of $3,1250,000. This fee is added to the Initial Term Loan principal and is payable on the Initial Term Loan Maturity Date.

What flexibility does BRC Group Holdings (RILY) gain to repurchase debt?

An additional basket in Section 6.06 allows BRC Group Holdings to repurchase unsecured notes up to an aggregate outstanding amount of $25 million on or before the Maturity Date, subject to the Credit Agreement terms.

How does the amendment address the maturity of BRC Group Holdings (RILY) 2026 bonds?

The amendment clarifies that the springing maturity feature of the Initial Term Loan will not be triggered by the Company’s September 2026 Bonds or December 2026 Bonds, reducing linkage between those maturities and the term loan.

What new transactional flexibility do BRC Group Holdings (RILY) subsidiaries receive?

Subsidiaries gain flexibility to enter equity line of credit commitments and variable rate transactions in the ordinary course of business. Additional carve-outs and extended baskets also expand capacity for dispositions and investments.

Which parties are involved in BRC Group Holdings (RILY) amended credit facility?

The parties include BRC Group Holdings, Inc., its subsidiary BR Financial Holdings, LLC as Borrower, each of the lenders party to the facility, and Oaktree Fund Administration, LLC as administrative and collateral agent.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 7, 2026

 

BRC GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-37503   27-0223495
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

11100 Santa Monica Blvd., Suite 800

Los Angeles, CA 90025

310-966-1444

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   RILY   Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 6.875% Series A Cumulative Perpetual Preferred Stock)   RILYP   Nasdaq Global Market
Depositary Shares (each representing 1/1000th of a share of 7.375% Series B Cumulative Perpetual Preferred Stock)   RILYL   Nasdaq Global Market
5.00% Senior Notes due 2026   RILYG   Nasdaq Global Market
6.50% Senior Notes due 2026   RILYN   Nasdaq Global Market
5.25% Senior Notes due 2028   RILYZ   Nasdaq Global Market
6.00% Senior Notes due 2028   RILYT   Nasdaq Global Market

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On August 7, 2026, BRC Group Holdings, Inc. (the “Company”) and its wholly owned subsidiary BR Financial Holdings, LLC (the “Borrower”) entered into Amendment No. 5 to Credit Agreement (the “Credit Agreement Amendment”) which amends that certain Credit Agreement, dated as of February 26, 2025, by and among the Company, Borrower, each of the lenders party thereto, and Oaktree Fund Administration, LLC, as administrative agent and as collateral agent (as amended by Amendment No. 1 to Credit Agreement and Guarantee and Collateral Agreement dated as of March 24, 2025, Amendment No. 2 to Credit Agreement dated as of July 8, 2025, Amendment No. 3 to Credit Agreement dated as of October 8, 2025, and Amendment No. 4 to Credit Agreement dated as of January 14, 2026, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Credit Agreement Amendment.

 

The Credit Agreement Amendment made several changes, including, but not limited to (i) updating the borrowing base components by deleting certain assets and increasing the percentage credit attributable to certain assets; (ii) clarifying that the springing maturity function of the Initial Term Loan Maturity Date would not be triggered by the Company’s September 2026 Bonds or December 2026 Bonds; and (iii) removing the Initial Term Loan Exit Fee and replacing with an amendment fee of $3,1250,000, with such amendment fee being added to the principal balance of the Initial Term Loan and payable on the Initial Term Loan Maturity Date and updating other provisions of the Credit Agreement to coincide with this increase in principal balance.

 

The Credit Agreement Amendment also added certain carve-outs and baskets to provide the Company with added flexibility. These changes included (i) updating the asset carve-outs subject to the disposition covenant in Section 6.04 to remove legacy assets and add new assets; (ii) adding flexibility for Company subsidiaries to engage in equity line of credit commitment and/or variable rate transactions in the ordinary course of business; (iii) adding an additional basket to Section 6.06 that allows the Company to repurchase unsecured notes on or prior to the Maturity Date in an aggregate outstanding amount not to exceed $25 million; and (iv) extending Section 6.06(p) basket through the Maturity Date to provide added flexibility for the Company to make additional Investments.

 

The foregoing description of the Credit Agreement Amendment is qualified in its entirety by reference to the full text of the Credit Agreement Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Amendment No. 5 to Credit Agreement, dated August 7, 2026, among Registrant, BR Financial Holdings, LLC, each of the lenders party thereto, and Oaktree Fund Administration, LLC.*
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*In accordance with Item 601(a)(5) of Regulation S-K certain schedules and exhibits have not been filed. The Company hereby agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

 

1

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  BRC Group Holdings, Inc.
   
  By: /s/ Scott Yessner
  Name:  Scott Yessner
  Title: EVP & CFO

 

Date: August 13, 2026

 

2

 

Filing Exhibits & Attachments

5 documents