SEC Company Response from BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790) (RILY) — Mar 27, 2017

BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790)
Date: March 27, 2017 · CIK: 0001464790 · Accession: 0001615774-17-001262

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File numbers found in text: 333-216763

Date

March 27, 2017

Author

Phillip Ahn

Form

CORRESP

Company

BRC Group Holdings, Inc. (RILY, RILYG, RILYL, RILYN, RILYP, RILYT, RILYZ) (CIK 0001464790)

Letter

VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance B. Riley Financial, Inc. Registration Statement on Form S-3, as amended File No. 333-216763 Request for Acceleration of Effectiveness

Re:

Dear Mr. Guidry:

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 March 29, 2017, or as soon thereafter as practicable.

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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VIA EDGAR

March 27, 2017

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Mr. Charlie Guidry

    Re:

    B. Riley Financial, Inc.

    Registration Statement on Form S-3, as amended

    File No. 333-216763

    Request for Acceleration of Effectiveness

Dear Mr. Guidry:

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 March 29, 2017, or as soon thereafter as practicable.

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: Scott M. Stanton, Morrison & Foerster LLP

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