B. Riley Financial entered into a privately negotiated exchange agreement with an institutional investor, which will reduce the Company's total outstanding debt by approximately $35 million.

Pursuant to the Agreement and subject to the completion of certain closing procedures, the investor has agreed to exchange approximately $123 million in outstanding Senior Notes, consisting of approximately $86 million in 5.5% Senior Notes due March 31, 2026 and approximately $37 million in 5.0% Senior Notes due December 31, 2026, for $88 million in newly issued 8.00% Senior Secured Second Lien Notes due January 1, 2028 (the "Notes"). In addition, the Company is issuing to the investor warrants to purchase an aggregate of approximately 351,000 common shares at an exercise price of $10.00 per share. The warrants are exercisable for a period of seven years from the issuance date.

Bryant Riley, Chairman and Co-Chief Executive Officer of BRF, said: "This exchange represents an important incremental step in addressing our capital structure. We continue to thoughtfully evaluate ways to improve the Company's balance sheet and expect there will be opportunities to conduct additional transactions by leveraging capacity under the Senior Secured Second Lien facility or another instrument."

Moelis & Company LLC acted as financial advisor and Sullivan & Cromwell LLP acted as legal advisor to BRF with respect to the Agreement. Seaport Global Securities LLC acted as financial advisor to the institutional investor.