B. RILEY FINANCIAL, INC. Item 8.01 Other Events
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Following the consummation of the Offer, subject to the absence of legal restraints preventing the consummation of the Merger (as defined below) and the satisfaction or waiver of certain customary conditions set forth in the Merger Agreement, Merger Sub will merge with and into NHLD (the "Merger"), with NHLD surviving as a wholly owned subsidiary of BRF, pursuant to the procedure provided for under Section 251(h) of the Delaware General Corporation Law, without any additional stockholder approvals. The Merger will be effected as soon as practicable following the time of purchase by Merger Sub of shares of Common Stock validly tendered and not withdrawn in the Offer.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press release, datedJanuary 11, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Forward-looking statements
This communication may contain certain forward-looking statements regarding the
Offer and Merger. Completion of the Offer and Merger are subject to conditions,
including satisfaction of a minimum tender condition and the need for regulatory
approvals, and there can be no assurance that those conditions can be satisfied
or that the transactions described in this communication (the "Transactions")
will be completed or will be completed when expected. Often, but not always,
forward-looking statements can be identified by the use of words such as
"estimates," "projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future," "propose" and
variations of these words or similar expressions (or the negative versions of
such words or expressions). These forward-looking statements are not guarantees
of future performance, conditions or results, and involve a number of known and
unknown risks, uncertainties, assumptions and other important factors. These
factors include, but are not limited to, (i) the risk that not all conditions of
the Offer or the Merger will be satisfied or waived; (ii) uncertainties relating
to the anticipated timing of filings and approvals relating to the Transactions;
(iii) uncertainties as to the timing of the Offer and Merger; (iv) uncertainties
as to how many of NHLD's stockholders will tender their stock in the Offer; (v)
the possibility that competing offers will be made; (vi) the failure to complete
the Offer or the Merger in the timeframe expected by the parties or at all;
(vii) the outcome of legal proceedings that may be instituted against NHLD
and/or others relating to the Transactions; (viii) the risk that the
Transactions disrupt current plans and operations of NHLD and adversely affect
its ability to maintain relationships with employees, customers, or suppliers;
(ix) the possibility that the parties may be unable to achieve expected
synergies and operating efficiencies within the expected time-frames or at all
and to successfully integrate NHLD's operations into those of BRF; (x) domestic
and global economic and business conditions; (xi) market disruptions due to the
COVID-19 outbreak; (xii) unpredictability and severity of catastrophic events or
epidemics, pandemics or similar public health events (including the COVID-19
outbreak); (xiii) industry consolidation and competition; (xiv) the possibility
that BRF's business and/or NHLD's business will be adversely impacted during the
pendency of the Transactions and (xv) other risk factors described in BRF's
Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the
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Important Information
The Offer described in this communication has not yet commenced, and this
communication is neither an offer to purchase nor a solicitation of an offer to
sell any shares of the common stock of NHLD or any other securities. On the
commencement date of the Offer, a tender offer statement on Schedule TO,
including an offer to purchase, a letter of transmittal and related documents
will be filed with the
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