B. Riley Financial Completes Acquisition of National Holdings Corporation, Creates Meaningfully Enhanced Wealth Management Platform (2024)

Combines 900registered representatives and over $30 billion in client assets under B. RileyFinancial

LOS ANGELES and NEW YORK, Feb. 25, 2021 /PRNewswire/ -- B. Riley Financial, Inc. (NASDAQ: RILY) ("B. Riley") and National Holdings Corporation (NASDAQ: NHLD) ("National") today announced the completion of the firms' previously announced merger. In connection with the transaction, National becomes a wholly owned subsidiary of B. Riley Financial and an affiliate of B. Riley Wealth Management. National adds nearly 700 registered representatives and assets of approximately $20 billion to the B. Riley Financial platform. B. Riley Wealth Management currently includes over 170 advisors and assets of over $12 billion.

Bryant Riley, Chairman and Co-Chief Executive Officer of B. RileyFinancial, said, "Today marks another exciting milestone in our firm's history.This merger creates a world-class wealth management platform under B. RileyFinancial with 900 registered representatives managing over $30 billion inassets. We could not be more excited to welcome National's professionals to B.Riley as we continue to enhance our combined platform."

National offers a sophisticated wealth management and financialplanning platform designed to provide clients with a full suite of servicesincluding brokerage, insurance and tax preparation and advisory services.National Securities, its investment banking group, specializes in providingIPO, syndicate and pre-IPO investment opportunities for qualified clients.

"With expanded banking opportunities, differentiated capitalmarkets transactions, and proprietary product offerings, B. Riley offers one ofthe most dynamic wealth management platforms in the industry," said ChuckHastings, Chief Executive Officer of B. Riley Wealth Management. "We lookforward to continuing to collaborate with Mike and the National team as wefocus on delivering best-in-class service to our clients."

"This is a powerful combination for both our people and ourclients. Joining B. Riley provides us with greater competitive advantage andexpedites our goal of building the industry's most comprehensive wealthmanagement platform. Our financial professionals will now have access to abroader suite of investment solutions and capabilities to meet our clients'needs and provide opportunities that were just not possible before," saidMichael Mullen, Chief Executive Officer of National. "I am excited to partnerwith Chuck and the talented team at B. Riley Wealth Management as we lookforward to expanding our market-leading position."

B. Riley Securities, Inc. served as financial advisor on thetransaction. Sullivan & Cromwell LLP served as legal counsel to B. RileyFinancial. Wilmer Cutler Pickering Hale and Dorr LLP served as legal counsel toNational. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counselto the Special Committee of National's Board of Directors. Keefe, Bruyette& Woods served as financial advisor to the Special Committee of National'sBoard of Directors.

For more information about B. Riley Wealth Management and NationalSecurities, visit www.brileywealth.com and www.yournational.com.

About National Holdings Corporation

NationalHoldings Corporation (NASDAQ: NHLD) is a full-service investment banking andasset management firm that, through its affiliates, provides a range ofservices, including independent and employee-managed retail brokerage andadvisory services, investment banking, institutional sales and trading, equityresearch, financial planning, market-making, tax preparation and insurance tocorporations, institutions, high net-worth and retail investors. With over1,000 advisors, registered representatives, traders, sales associates andcorporate staff, National operates through various subsidiaries includingNational Securities Corporation, National Asset Management, Inc., NationalInsurance Corporation, National Tax and Financial Services, Inc. (formerly GilmanCiocia, Inc.), GC Capital Corporation, the Winslow, Evans & Crockerentities and the United Advisors entities. Formed as a holding company in 1996,National's largest subsidiary, National Securities Corporation, has been inbusiness since 1947. National is headquartered in New York and Florida. Formore information, visit www.yournational.com.

AboutB. Riley Wealth Management

B.Riley Wealth Management provides a full suite of investment management servicesand solutions to individuals and families, and small and large businesses,including non-profits, qualified retirement plans, endowments and foundations.Our experienced financial advisors leverage the diverse resources and expertiseof our affiliated network of companies to help clients create a sound financialstrategy. The firm is a wholly owned subsidiary of B. Riley Financial.

AboutB. Riley Financial

B. Riley Financial (NASDAQ:RILY) provides collaborative financialservices solutions tailored to fit the capital raising, business, operational,and financial advisory needs of its clients and partners. B. Riley operatesthrough several subsidiaries that offer a diverse range of complementaryend-to-end capabilities spanning investment banking and institutionalbrokerage, private wealth and investment management, financial consulting, corporaterestructuring, operations management, risk and compliance, due diligence, forensicaccounting, litigation support, appraisal and valuation, auction andliquidation services. Certain registered affiliates of B. Riley originate andunderwrite senior secured loans for asset-rich companies. B. Riley also makesproprietary investments in companies and assets with attractive returnprofiles. For the latest news and developments, follow B. Riley on Twitter @BRileyFinancial and LinkedIn. For more information, visit www.brileyfin.com.

B. Riley refers to B. Riley Financial and/or one or more of itssubsidiaries or affiliates. For more information about B. Riley's affiliatedcompanies, visit www.brileyfin.com/platform.

Forward-Looking Statements

Statements in this press release regarding the business of B.Riley or National that are not descriptions of historical facts are"forward-looking statements" that are based on B. Riley's current expectationsand assumptions and are subject to risks and uncertainties. If such risks oruncertainties materialize or such assumptions prove incorrect, the business,operating results, financial condition and stock price of B. Riley could bematerially negatively affected. You should not place undue reliance on suchforward-looking statements, which are based on the information currentlyavailable to us and speak only as of the date of this press release. Suchforward looking statements include, but are not limited to, risks related todisruption from the transaction making it more difficult to maintain businessand operational relationships; risks that anticipated synergies will not berealized or may be delayed; the magnitude of transaction costs and statementsregarding B. Riley's and National's anticipated results of operations for 2021.Factors that could cause such actual results to differ materially from thosecontemplated or implied by such forward-looking statements include, withoutlimitation, the risks associated with the unpredictable and ongoing impact ofthe COVID-19 pandemic, the other risks described from time to time in B. RileyFinancial's periodic filings with the SEC, including, without limitation, therisks described in B. Riley 's Annual Report on Form 10-K for the year endedDecember 31, 2019 and Quarterly Reports on Form 10-Q for the quarters endedMarch 31, 2020, June 30, 2020 and September 30, 2020 under the captions "RiskFactors" and "Management's Discussion and Analysis of Financial Condition andResults of Operations" (as applicable). These factors should be consideredcarefully, and readers are cautioned not to place undue reliance on suchforward-looking statements. Although B. Riley's forward-looking statementsreflect the good faith judgment of its management, these statements are basedonly on facts and factors currently known by B. Riley. All information is current as of the datethis press release is issued, and B. Riley does not undertake any duty toupdate this information, except as required by law.

Contacts

Mike Frank for B. Riley

Jo Anne McCusker for B. Riley

B. Riley Financial Completes Acquisition of National Holdings Corporation, Creates Meaningfully Enhanced Wealth Management Platform (2024)
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