Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - FBR & Co. | d348180dex992.htm |
| EX-99.1 - EX-99.1 - FBR & Co. | d348180dex991.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
February 17, 2017
Date of Report (Date of earliest event reported)
FBR & CO.
(Exact Name of Registrant as Specified in its Charter)
Virginia
(State or Other Jurisdiction of Incorporation)
| 001-33518 | 20-5164223 | |
| (Commission File Number) | (IRS Employer Identification No.) |
1300 North Seventeenth Street
Arlington, VA 22209
(Address of Principal Executive Office) (Zip Code)
(703) 312-9500
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☑ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On February 21, 2017, FBR & Co. (the “Company”) and B. Riley Financial, Inc. (“B. Riley”) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of February 17, 2017, by and between the Company and B. Riley, pursuant to which the Company will merge with and into B. Riley (or a subsidiary of B. Riley), with B. Riley (or its subsidiary) as the surviving corporation. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In addition, the Company and B. Riley intend to make available to investors the slides attached hereto as Exhibit 99.2, which are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Joint Press Release, dated February 21, 2017. | |
| 99.2 | Investor Presentation, dated February 21, 2017. | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| FBR & CO. | ||||||
| Date: February 21, 2017 | By: | /s/ Bradley J. Wright | ||||
| Bradley J. Wright | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Joint Press Release, dated February 21, 2017. | |
| 99.2 | Investor Presentation, dated February 21, 2017. | |