SEC Comment Letter for BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790) (RILY) — Jun 15, 2015
BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790)
Date: June 15, 2015 · CIK: 0001464790 · Accession: 0000000000-15-031661
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-203534
Letter
June 15 , 2015 Bryant Riley Chief Executive Officer B. Riley Financial, Inc. 21860 Burbank Boulevard, Suite 300 South Woodland Hills, California 91367
Re: B. Riley Financial, Inc. Amendment No. 1 to Registration Statement on Form S-3 Filed May 22 , 2015 File No. 333-203534 Post-Effective Amendment No. 2 to Form S -1 on Form S -3 Filed May 22 , 2015 File No. 333 -198814 Response Dated June 3 , 2015
Dear Mr. Riley:
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amen ding your registration statement and providing the requested information . If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments.
Form S -3 and Post -Effective Amendment No. 1 to Form S -1 on Form S -3
1. We note your response to prior comment 1. Please provide additional analysis with respect to your conclusion that Miller Group is not an affiliate. In doing so, please tell us when and how Miller Group acquired their equity interest in your company and whether there are any agreements regarding M iller Group’s equity interest in you. Please also tell us whether the company has any agreement(s) with Miller Group, regardless of the nature of such agreement(s).
Bryant Riley B. Riely Financial, Inc. June 15, 2015 Page 2
Please contact Scott Anderegg, Attorney Adviser, at (202) 551 -3342, Lisa Kohl, Legal Branch Chief, at (202) 551 -3252, or me at (202) 551 -3720 with any questions.
Sincerely,
/s/ Lisa M. Kohl
Show Raw Text
June 15 , 2015
Bryant Riley
Chief Executive Officer
B. Riley Financial, Inc.
21860 Burbank Boulevard, Suite 300 South
Woodland Hills, California 91367
Re: B. Riley Financial, Inc.
Amendment No. 1 to Registration Statement on Form S-3
Filed May 22 , 2015
File No. 333-203534
Post-Effective Amendment No. 2 to Form S -1 on Form S -3
Filed May 22 , 2015
File No. 333 -198814
Response Dated June 3 , 2015
Dear Mr. Riley:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amen ding your registration statement and providing the
requested information . If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S -3 and Post -Effective Amendment No. 1 to Form S -1 on Form S -3
1. We note your response to prior comment 1. Please provide additional analysis with
respect to your conclusion that Miller Group is not an affiliate. In doing so, please tell us
when and how Miller Group acquired their equity interest in your company and whether
there are any agreements regarding M iller Group’s equity interest in you. Please also tell
us whether the company has any agreement(s) with Miller Group, regardless of the nature
of such agreement(s).
Bryant Riley
B. Riely Financial, Inc.
June 15, 2015
Page 2
Please contact Scott Anderegg, Attorney Adviser, at (202) 551 -3342, Lisa Kohl, Legal
Branch Chief, at (202) 551 -3252, or me at (202) 551 -3720 with any questions.
Sincerely,
/s/ Lisa M. Kohl
Mara L. Ransom
Assistant Director