SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
May 19, 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 Form8-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 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” inRule 12b-2 of the Exchange Act:
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On May 19, 2017, the Company issued a press release announcing that the Board has declared a special cash dividend of $7.61 per share of common stock, payable on or about June 1, 2017, to shareholders of record at the close of business on May 30, 2017. The special dividend is being declared in connection with the previously announced combination with B. Riley Financial, Inc. (the “Merger”) and is contingent upon the satisfaction or waiver of the closing conditions to the Merger. A copy of the press release is furnished herewith as Exhibit 99.1.
The information in this Item 7.01 of this Current Report (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
| Item 8.01 | Other Events: |
The information set forth under Item 7.01 is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
| 99.1 | FBR & Co. Press Release, dated May 19, 2017 | |
SIGNATURES
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: May 19, 2017 | By: | /s/ Bradley J. Wright | ||||
Bradley J. Wright Executive Vice President and Chief Financial Officer | ||||||
