0001213900-20-004334.txt : 20200219 0001213900-20-004334.hdr.sgml : 20200219 20200219211634 ACCESSION NUMBER: 0001213900-20-004334 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200214 FILED AS OF DATE: 20200219 DATE AS OF CHANGE: 20200219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Financial, Inc. CENTRAL INDEX KEY: 0001464790 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38864 FILM NUMBER: 20632323 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD. STREET 2: SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 FORMER NAME: FORMER CONFORMED NAME: Great American Group, Inc. DATE OF NAME CHANGE: 20090522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley Principal Sponsor Co., LLC CENTRAL INDEX KEY: 0001772457 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38864 FILM NUMBER: 20632324 BUSINESS ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 BUSINESS PHONE: 212-457-3300 MAIL ADDRESS: STREET 1: 299 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10171 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001658704 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38864 FILM NUMBER: 20632325 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Management GP, LLC CENTRAL INDEX KEY: 0001749420 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38864 FILM NUMBER: 20632326 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-689-2220 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BRC Partners Opportunity Fund, LP CENTRAL INDEX KEY: 0001642765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38864 FILM NUMBER: 20632327 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1445 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD. SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. Riley FBR, Inc. CENTRAL INDEX KEY: 0001505748 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38864 FILM NUMBER: 20632328 BUSINESS ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 BUSINESS PHONE: 310-966-1444 MAIL ADDRESS: STREET 1: 11100 SANTA MONICA BLVD STREET 2: SUITE 800 CITY: LOS ANGELES STATE: CA ZIP: 90025 FORMER NAME: FORMER CONFORMED NAME: FBR Capital Markets & Co DATE OF NAME CHANGE: 20101115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: B. RILEY PRINCIPAL INVESTMENTS, LLC CENTRAL INDEX KEY: 0001776226 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38864 FILM NUMBER: 20632329 BUSINESS ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 BUSINESS PHONE: 818-884-3737 MAIL ADDRESS: STREET 1: 21255 BURBANK BLVD, SUITE 400 CITY: WOODLAND HILLS STATE: CA ZIP: 91367 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALTA EQUIPMENT GROUP INC. CENTRAL INDEX KEY: 0001759824 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 832583782 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 13211 MERRIMAN ROAD CITY: LIVONIA STATE: MI ZIP: 48150 BUSINESS PHONE: (248) 449-6700 MAIL ADDRESS: STREET 1: 13211 MERRIMAN ROAD CITY: LIVONIA STATE: MI ZIP: 48150 FORMER COMPANY: FORMER CONFORMED NAME: B. Riley Principal Merger Corp. DATE OF NAME CHANGE: 20181121 4 1 ownership.xml X0306 4 2020-02-14 0 0001759824 ALTA EQUIPMENT GROUP INC. ALTG 0001464790 B. Riley Financial, Inc. 21255 BURBANK BOULEVARD SUITE 400 WOODLAND HILLS CA 91367 0 0 1 0 0001772457 B. Riley Principal Sponsor Co., LLC 299 PARK AVENUE 21ST FLOOR NEW YORK NY 10171 0 0 1 0 0001658704 B. RILEY CAPITAL MANAGEMENT, LLC 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001749420 BRC Partners Management GP, LLC 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001642765 BRC Partners Opportunity Fund, LP 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001505748 B. Riley FBR, Inc. 11100 SANTA MONICA BLVD SUITE 800 LOS ANGELES CA 90025 0 0 1 0 0001776226 B. RILEY PRINCIPAL INVESTMENTS, LLC 21255 BURBANK BOULEVARD SUITE 400 WOODLAND HILLS CA 91367 0 0 1 0 Common Stock 2020-02-14 4 P 0 685000 A 4861248 I See notes Common Stock 2020-02-14 4 J 0 36054 A 4897302 I See notes Common Stock 2020-02-14 4 S 0 370000 D 4527302 I See notes Common Stock 2020-02-14 4 J 0 19473 D 4507829 I See notes Common Stock 2020-02-14 4 P 0 2500000 A 7007829 I See notes Common Stock 2020-02-14 4 P 0 100000 A 7107829 I See notes Common Stock 2020-02-14 4 J 0 178947 D 6928882 I See notes Common Stock 2020-02-14 4 J 0 1470855 D 5458027 I See notes Common Stock 2020-02-14 4 J 0 279592 D 5178435 I See notes Common Stock 2020-02-14 4 J 0 186395 D 4992040 I See notes Warrants (right to buy) 11.50 2020-02-14 4 J 0 256875 A Common Stock 256875 512325 I See notes Warrants (right to buy) 11.50 2020-02-14 4 J 0 138750 D Common Stock 138750 373575 I See notes Warrants (right to buy) 11.50 2020-02-14 4 J 0 1250000 A Common Stock 1250000 1623575 I See notes Warrants (right to buy) 11.50 2020-02-14 4 J 0 1250000 D Common Stock 1250000 373575 I See notes Warrants (right to buy) 11.50 2020-02-14 4 J 0 25000 D Common Stock 25000 348575 I See notes In addition to B. Riley Financial, Inc., a Delaware corporation ("BRF"), this Form 4 is being filed jointly by B. Riley Principal Sponsor Co., LLC (the "Sponsor"), B. Riley Capital Management, LLC, a New York limited liability company ("BRCM"), BRC Partners Management GP, LLC, a Delaware limited liability company ("BRPGP"), BRC Partners Opportunity Fund, L.P., a Delaware limited partnership ("BRPLP"), B. Riley Principal Investments, LLC, a Delaware limited liability company ("BRPI"), and B. Riley FBR, Inc., a Delaware corporation ("BRFBR" and collectively, the "Filing Persons"). Each of the Filing Persons disclaims beneficial ownership of the outstanding shares of Common Stock ("Common Stock") of Alta Equipment Group Inc., a Delaware corporation (the "Issuer" or the "Company"), reported herein except to the extent of its pecuniary interest therein. BRPGP is the general partner of BRPLP, BRCM is an investment advisor to BRPLP, and BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP. BRF is the parent company of BRFBR and the sole member of the managing member of the Sponsor, and has voting and dispositive power over the securities held by each of BRFBR and the Sponsor. As a result, BRF may be deemed to indirectly beneficially own the securities held by BRFBR and the Sponsor. BRF is the parent company of BRPI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRPI. Represents shares of Common Stock or warrants held directly by BRPLP. As previously disclosed, on December 12, 2019, the Company entered into certain subscription agreements (the "Subscription Agreements") with institutional and accredited investors (the "PIPE investors") pursuant to which such investors agreed to purchase, immediately prior to the closing of the Business Combination, an aggregate of $35,000,000 of the Company's shares of common stock at a price of $10.00 per share, or an aggregate of 3,500,000 shares of common stock. As previously disclosed, BRPLP and BRPI are among the PIPE investors. As an inducement to enter into the subscription agreements, and upon the consummation of the business combination, the PIPE investors (other than BRPI) received an aggregate of 178,947 incentive shares and an aggregate of 1,275,000 of the Company's warrants. On February 12, 2020, the Company entered into securities purchase agreements (the "Securities Purchase Agreements") with BRPLP and certain PIPE investors, which include Zachary E. Savas and Andrew Studdert, two of the members of the Company's board of directors, pursuant to which such PIPE investors have agreed to purchase from BRPLP an aggregate of 370,000 of the shares of common stock BRPLP subscribed to purchase at a price of $10.00 per share, or $3,700,000, and pursuant to which such PIPE investors will receive an additional 19,473 shares of common stock (each, an "incentive share") and 138,750 warrants to purchase shares of common stock (each, an "incentive warrant") from BRPLP in the aggregate. Immediately prior to the closing, pursuant to the forward purchase agreement, dated as of April 8, 2019 (the "Forward Purchase Agreement"), by and between the Company and BRPI, the Company issued to BRPI 2,500,000 shares of common stock for $10.00 per share, for an aggregate purchase price of $25,000,000, plus 1,250,000 warrants. Represents shares of Common Stock or warrants held directly by BRPI. Immediately prior to the Closing, in connection with the Subscription Agreements, the Sponsor forfeited 178,947 shares of common stock to the Company for cancellation for no consideration, and BRPI and the Sponsor transferred an aggregate of 1,275,000 warrants to the Company for no consideration. In addition, immediately prior to the Closing, the Sponsor forfeited to the Company for cancellation for no consideration an aggregate of 1,470,855 additional shares of common stock. Represents shares of Common Stock or warrants held directly by the Sponsor. Represents shares of Common Stock sent in a pro rata distribution by the Sponsor to certain of its members in connection with the business combination. The warrants will become exercisable on April 11, 2020, which is 12 months from the closing of the initial public offering of the Issuer. The warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation, as further described in the Prospectus. On February 14, 2020 (the "Closing Date"), Alta Equipment Group Inc. (formerly known as B. Riley Principal Merger Corp.), a Delaware corporation (the "Company"), consummated its previously announced acquisition of Alta Equipment Holdings, Inc., a Michigan corporation ("Alta"), pursuant to the Agreement and Plan of Merger, dated as of December 12, 2019 (the "Merger Agreement"), by and among the Company, BR Canyon Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of the Company ("Merger Sub"), Alta and Ryan Greenawalt. The transactions contemplated by the Merger Agreement are referred to herein as the "Business Combination." Upon the consummation of the Business Combination, Merger Sub merged with and into Alta, with Alta surviving the merger in accordance with the Delaware General Corporation Law as a wholly owned subsidiary of the Company. In connection with the closing of the Business Combination (the "Closing"), the Company changed its name from "B. Riley Principal Merger Corp." to "Alta Equipment Group Inc." and its ticker from "BRPM" to "ALTG." Certain of these transactions are matchable transactions under Section 16(b) of the Exchange Act. The Reporting Persons will disgorge the full amount of any recoverable profits to the Issuer. B. Riley Financial, Inc., by: /s/ Bryant R. Riley, Co-Chief Executive Officer 2020-02-19 B. Riley Principal Sponsor Co., LLC, by: /s/ Bryant R. Riley, Authorized Signer 2020-02-19 B. Riley Capital Management, LLC, by: /s/ Bryant R. Riley, Chief Executive Officer 2020-02-19 BRC Partners Management GP, LLC, by: B. Riley Capital Management, LLC, its sole member, by: /s/ Bryant R. Riley, Chief Executive Officer 2020-02-19 BRC Partners Opportunity Fund, LP, by: /s/ Bryant R. Riley, Chief Investment Officer 2020-02-19 B. Riley FBR, Inc., by: /s/ Andrew Moore, Chief Executive Officer 2020-02-19 B. Riley Principal Investments, LLC, by: /s/ Kenneth Young, Chief Executive Officer 2020-02-19