B. Riley Financial’s co-founder and co-CEO, Bryant Riley, disclosed on Friday that he has proposed to buy the investment bank, in a dramatic end to a punishing week that wiped out nearly $360 million in market value.
The take-private bid comes after several months of turmoil stemming from the bank’s association with Vitamin Shoppe-owner Franchise Group, which attracted scrutiny from investors and regulators.
Riley, who is also the largest shareholder with a 24% stake, has offered $7 each for the shares he does not currently own, valuing the bank at $212 million.
The offer marks a 39% premium to the stock’s last close but is a far cry from the nearly $17 it was worth just last week, highlighting the extent of the turbulence the Los Angeles-based bank has faced since Monday, when it warned of a massive hit from its investment in Franchise.
The bank had a market value of more than $1 billion at its peak this year. Its shares rose 16% on Friday to $5.85, after having lost nearly 70% this week.
Conditional offer
A special committee of independent board directors will review the offer. Riley said he would not proceed unless he gets the committee’s nod.
“The current public company paradigm requires us to focus on short-term objectives and allocate unnecessary attention and time on constituencies who are not aligned with the owners of the business,” the co-founder said in a letter on Friday.
The bank will continue to report financials to the Securities and Exchange Commission, and its bonds and preferred shares will remain publicly traded.
“Although Bryant Riley’s offer seems like a vote of confidence, he may already be so over-leveraged that there may be doubts as to if he can pull together the financing and whether the board would even approve it,” said Running Point Capital’s Chief Investment Officer Michael Ashley Schulman.
Riley has said financing would not be a problem. The deal will be financed with debt and potentially equity from third party capital providers “with whom I have deep and long-standing relationships,” he said in a filing.
B. Riley had participated in the management-led buyout of Franchise last year. Its dealings with Franchise’s former CEO, Brian Kahn, came under review after Bloomberg News reported that he was a co-conspirator in a securities fraud involving Prophecy Asset Management.
Kahn has denied the allegation, saying he never knew that Prophecy was allegedly defrauding investors.
An external investigation and an internal review earlier this year cleared B. Riley of any wrongdoing.
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