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SEC Company Response from BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790) (RILY) — Jun 30, 2015

BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790)
Date: June 30, 2015 · CIK: 0001464790 · Accession: 0001615774-15-001657

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File numbers found in text: 333-203534

Date
June 30, 2015
Author
Phillip Ahn
Form
CORRESP
Company
BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790)

Letter

VIA EDGAR AND EMAIL United States Securities and Exchange Commission Division of Corporation Finance B. Riley Financial, Inc. Amendment No. 1 to Registration Statement on Form S-3 File No. 333-203534 Request for Acceleration

Dear Ms. Ransom, Ms. Kohl and Mr. Anderegg:

Pursuant to Rule 461 of the Securities Act of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”), hereby requests that the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced Registration Statement to become effective at 5:00 PM Eastern Time on July 2, 2015, or as soon thereafter as possible.

The Company hereby acknowledges that:

Should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact Scott Stanton of Morrison & Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,
B. RILEY FINANCIAL, INC.

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CORRESP
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        21860 Burbank Boulevard,
        Suite 300 South

        Woodland Hills, CA 91367

        Tel: (818) 884-3737

        www.brileyfin.com

VIA EDGAR AND EMAIL

June 30, 2015

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Ms. Mara L. Ransom, Ms. Lisa Kohl and Mr. Scott Anderegg

    Re:

    B. Riley Financial, Inc.

    Amendment No. 1 to Registration Statement on Form S-3

    File No. 333-203534

    Request for Acceleration

Dear Ms. Ransom, Ms. Kohl and Mr. Anderegg:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, B. Riley Financial, Inc., a Delaware corporation (the “Company”), hereby requests that
the Securities and Exchange Commission (“Commission”) take appropriate action to cause the above-referenced
Registration Statement to become effective at 5:00 PM Eastern Time on July 2, 2015, or as soon thereafter as possible.

The Company hereby acknowledges that:

Should the Commission or the staff of the Commission (the “Staff”),
acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action
with respect to the filing;

The action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

The Company may not assert Staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Please contact Scott Stanton of Morrison
& Foerster LLP at (858) 720-5141 should you have any questions or require additional information regarding this request.

Very truly yours,

B. RILEY FINANCIAL, INC.

/s/ Phillip Ahn

Name:	Phillip Ahn

Title:	  Chief Financial Officer

cc: Morrison & Foerster LLP