FBR & CO. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-06-01: Form 8-K; Period of report 2017-06-01; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 2.01.
- 2017-05-19: Form 8-K; Period of report 2017-05-19; Description 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 7.01.
- 2017-05-12: Form 8-K; Period of report 2017-05-12; Description 8.01 Other Events; Details 8.01.
- 2017-05-02: Form 8-K; Period of report 2017-05-02; Description 2.02 Results of Operations and Financial Condition; 8.01 Other Events; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-06-01 | 8-K | 2017-06-01 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 2.01 On June 1, 2017, pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of March 15, 2017, and effective as of February 17, 2017 (as amended, modified or otherwise supplemented, the “Merger Agreement”), by and among FBR & Co., a Virginia corporation (the “Company”), B. Riley Financial, Inc., a Delaware corporation (“B. Riley”), and BRC Merger Sub, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of B. Riley (“Merger Sub”), the Company merged with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”). 3.01 In connection with the completion of the Merger, on June 1, 2017 the Company notified the NASDAQ Stock Market (the “NASDAQ”) that the Merger closed and requested that the NASDAQ (i) suspend trading of Company Common Stock on the NASDAQ and remove Company Common Stock from listing on the NASDAQ as of the close of business on June 1, 2017 and (ii) file with the SEC a notification of removal from listing and registration on Form 25 to report the delisting of the Company Common Stock and to effect the deregistration of the Company’s Common Stock under Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”). 3.03 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 5.01. 5.02 The information provided in Item 2.01 of the Current Report on Form 8-K is incorporated herein by reference. 5.03 The information provided in Item 2.01 of the Current Report on Form 8-K is incorporated herein by reference. 5.07 A special meeting of the shareholders (the “Special Meeting”) of the Company was held on June 1, 2017. 8.01 On June 1, 2017, B. Riley issued a press release announcing the completion of the Merger. | d406917d8k.htm |
| 2017-05-19 | 8-K | 2017-05-19 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 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. 8.01 The information set forth under Item 7.01 is incorporated by reference into this Item 8.01. | d342058d8k.htm |
| 2017-05-12 | 8-K | 2017-05-12 | 8.01 Other Events | 8.01 This Current Report on Form 8-K is being filed in connection with the proposed merger (the “Merger”) of FBR & Co. (“FBR”) with and into BRC Merger Sub, LLC (“Merger Sub”), pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of March 15, 2017, and effective as of February 2017, by and among FBR, B. Riley Financial, Inc. (“B. Riley”) and Merger Sub. | 8-k425.htm |
| 2017-05-02 | 8-K | 2017-05-02 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On May 2, 2017, FBR & Co. (the “Company”) issued a press release announcing its earnings for the quarter ended March 31, 2017. 8.01 The information set forth under Item 2.02 is incorporated by reference into this Item 8.01. | f8k_050217.htm |
| 2017-03-10 | 8-K | 2017-03-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | d259126d8k.htm |
| 2017-02-21 | 8-K | 2017-02-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d345899d8k.htm |
| 2017-02-21 | 8-K | 2017-02-17 | 8.01 Other Events | 8.01 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. | d348180d8k.htm |
| 2017-02-10 | 8-K | 2017-02-10 | 7.01 Regulation FD Disclosure | 7.01 On February 10, 2017, FBR & Co. held a conference call to discuss its earnings for the quarter ended December 31, 2016 and year-end results for 2016. | d336529d8k.htm |
| 2017-02-10 | 8-K | 2017-02-09 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On February 10, 2017, FBR & Co. (the “Company”) issued a press release announcing its earnings for the quarter ended December 31, 2016 and year-end results for 2016. 5.02 On February 9, 2017, the Compensation Committee of the Board of Directors of the Company approved the terms and conditions of an annual incentive program under which certain of the Company’s executive officers may earn annual incentive compensation for 2017 (the “2017 Incentive Compensation Program”). | f8k_021017.htm |