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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):
November 3, 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 |
| 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
Great American Holdings, LLC Transaction
On November 3, 2026, BRF Finance Co., LLC (“Seller”)
and BR Financial Holdings, LLC (“BR Holdings” and together with Seller, the “Seller Parties”) entered
into a Membership Interest Purchase Agreement, dated November 3, 2026 (the “Purchase Agreement”), by and among Seller,
BR Holdings, OCM SSF III Great American PT, L.P., Opps XII Great American Holdings, LLC, VOF Great American Holdings, L.P., Opps XII Broker
D Holdings, L.P., OPIF Broker Holdings, L.P., Oaktree-Copley Investments, LLC, RPVOF Broker CTB, LLC and OCM SSF III Broker Debt Holdings,
L.P. (together, the “Purchaser Parties”), each an affiliate of Oaktree Capital Management, L.P. (“Oaktree”),
to sell Seller’s remaining membership interests in Great American Holdings, LLC (“Great American”) to certain
of the Purchaser Parties (the “GA Transaction”). The closing (the “Closing”) of the transactions
contemplated by the Purchase Agreement occurred on November 3, 2026. BRC Group Holdings, Inc. (the “Company” or “Ultimate
Parent”), through its subsidiaries (including Seller), has jointly owned Great American, which combined its legacy appraisal,
valuation and asset-disposition businesses, with affiliates of Oaktree since 2024.
In exchange for Seller’s remaining equity
interest in Great American, Seller received total cash consideration of $62,250,000, approximately $51.7 million of which was used to
repay a portion of BR Holdings’ outstanding term-loan indebtedness owed to the lenders affiliated with Oaktree pursuant to the Credit
Agreement, dated as of February 26, 2025 (as amended by Amendment No. 1 to Credit Agreement and Guarantee and Collateral Agreement, dated
as of March 24, 2025, as amended by Amendment No. 2 to Credit Agreement, dated as of July 8, 2025, as amended by Amendment No. 3 to Credit
Agreement, dated as of October 8, 2025, as amended by Amendment No. 4 to Credit Agreement, dated as of January 14, 2026, as amended by
Amendment No. 5 to Credit Agreement, dated as of August 7, 2026, as amended by Amendment No. 6 to Credit Agreement, Consent and Waiver,
dated as of September 28, 2026, as amended by Amendment No. 7 to Credit Agreement and Amendment No. 2 to Guarantee and Collateral Agreement,
dated as of November 3, 2026, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to
time prior to the date hereof, the “Credit Agreement”), among Ultimate Parent, BR Holdings, each of the other loan
parties party thereto, each of the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent (in such capacity,
together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and as collateral
agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent”).
The foregoing summary of the Purchase Agreement
and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and which is incorporated by
reference herein in its entirety.
Amendment No. 7 to Oaktree Credit Agreement
In connection with the Closing, Ultimate Parent,
BR Holdings, each of the other loan parties party thereto, each of the lenders party thereto, the Administrative Agent and the Collateral
Agent, entered into Amendment No. 7 to Credit Agreement and Amendment No. 2 to Guarantee and Collateral Agreement, dated as of November
3, 2026 (collectively, “Amendment No. 7”). Pursuant to Amendment No. 7, Opps XII Broker D Holdings, L.P. agreed to
provide BR Holdings an incremental term loan in an aggregate principal amount of $26,500,000 (the “Amendment No. 7 Term Loan”).
The Amendment No. 7 Term Loan bears interest at the same rate as the existing initial term loans under the Credit Agreement and matures
on February 26, 2028, subject to earlier maturity in certain circumstances. A closing fee of 2.0% of the principal amount of the Amendment
No. 7 Term Loan was paid by BR Holdings at the Closing as an original issue discount.
In connection with the Amendment No. 7 Term Loan,
a transaction fee equal to $3,281,250 (“Transaction Fee”) was paid-in-kind by BR Holdings by capitalizing and adding
such Transaction Fee to the aggregate outstanding principal balance of Initial Term Loans on the Closing. In exchange, any future prepayment
premium was reduced to $0.
Following the Closing, the aggregate outstanding
principal amount of term loans under the Credit Agreement is approximately $43.7 million.
The foregoing summary of Amendment No. 7 does
not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 7, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated by reference herein in its entirety.
Item 2.01 Completion of Acquisition or Disposition of Assets
The information contained in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference herein to the extent required to be disclosed under this Item 2.01.
The GA Transaction constituted a significant disposition
for purposes of Item 2.01 of Form 8-K. Accordingly, the pro forma information required by Item 9.01 of Form 8-K will be filed as an amendment
to this Form 8-K no later than November 9, 2026.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this
Current Report on Form 8-K under the heading “Amendment No. 7 to Oaktree Credit Agreement” is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of September 30, 2026 and the Unaudited Pro Forma Condensed Consolidated Statements of Operations for the nine months
ended September 30, 2026 and for the year ended December 31, 2025, will be filed by amendment to this Form 8-K no later than November
9, 2026.
(d) Exhibits.
| Exhibit Number |
|
Description |
| 2.1* |
|
Membership Interest Purchase Agreement, dated as of November 3, 2026, by and among BRF Finance Co., LLC, BR Financial Holdings, LLC, OCM SSF III Great American PT, L.P., Opps XII Great American Holdings, LLC, VOF Great American Holdings, L.P., Opps XII Broker D Holdings, L.P., OPIF Broker Holdings, L.P., Oaktree-Copley Investments, LLC, RPVOF Broker CTB, LLC and OCM SSF III Broker Debt Holdings, L.P. |
| 10.1* |
|
Amendment No. 7 to Credit Agreement and Amendment No. 2 to Guarantee and Collateral Agreement, dated as of November 3, 2026, among BRC Group Holdings, Inc., BR Financial Holdings, LLC, each of the Loan Parties party thereto, each of the lenders party thereto and Oaktree Fund Administration, LLC, as administrative agent for the lenders and as collateral agent. |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
| * | Certain
schedules and exhibits to Exhibits 2.1 and 10.1 have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to
provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request. |
Cautionary Language Regarding Forward-looking
statements
This Current Report on Form 8-K contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical
fact are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors
which may cause the Company’s performance or achievements to be materially different from any expected future results, performance,
or achievements. Forward-looking statements speak only as of the date they are made and the Company assumes no duty to update forward
looking statements, except as required by law. Actual future results, performance or achievements may differ materially from historical
results or those anticipated depending on a variety of factors, some of which are beyond the control of the Company, including but not
limited to, the occurrence of any event, change or other circumstances that affect the tax or accounting treatment of the GA Transaction.
In addition to these factors, investors should review the “Risk Factors” set forth in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2025 and Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2026,
June 30, 2026 and September 30, 2026, and other filings with the United States Securities and Exchange Commission, which identify important
factors, though not necessarily all such factors, that could cause future outcomes to differ materially from those set forth in the forward-looking
statements in this communication.
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: |
Executive Vice President and Chief Financial Officer |
Date: November 5, 2026
