SENIOR NOTES PAYABLE

3 Months Ended

Mar. 31, 2025

Senior notes payable, net, are comprised of the following:


	March 31, 2025		December 31, 2024
Senior Notes Payable:
6.375% Senior notes due February 28, 2025	$	—	$	145,211
5.50% Senior notes due March 31, 2026	130,756		216,662
6.50% Senior notes due September 30, 2026	180,474		180,464
5.00% Senior notes due December 31, 2026	286,381		322,667
8.00% New Notes due January 1, 2028	107,156		—
6.00% Senior notes due January 31, 2028	264,484		264,345
5.25% Senior notes due August 31, 2028	401,591		401,307
Subtotal	1,370,842		1,530,656
Less: Unamortized debt issuance costs	(73)		(95)
Total Senior Notes Payable	$	1,370,769	$	1,530,561

As of March 31, 2025 and December 31, 2024, total senior notes outstanding was $1,370,769 (net of unamortized debt issue costs of $73) and $1,530,561 (net of unamortized debt issue costs of $95), respectively, with a weighted average interest rate of 5.55% and 5.62%, respectively. Interest on senior notes is payable on a quarterly basis. Interest expense on senior notes during the three months ended March 31, 2025 and 2024 totaled $21,654 and $24,438, respectively.

On February 28, 2025 ("the "Redemption Date"), the Company redeemed all of the $145,211 of issued and outstanding 6.375% Senior Notes due February 28, 2025 (the "6.375% 2025 Notes"). The redemption price was equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest up to, but excluding, the Redemption Date. In connection with the full redemption, the 6.375% 2025 Notes, which were listed on the National Association of Securities Dealers

Automated Quotations ("NASDAQ") under the ticker symbol “RILYM,” were delisted from NASDAQ and ceased trading on the redemption date.

The Company did not issue any senior notes during the three months ended March 31, 2025 and 2024. The maturity dates of senior notes ranged from March 2026 to August 2028 pursuant to At the Market Issuance Sales Agreements with BRS which governs the program of at-the-market sales of the Company’s senior notes. A series of prospectus supplements were filed by the Company with the SEC in respect of the Company’s offerings of these senior notes.

On March 26, 2025, the Company completed a private exchange transaction with an institutional investor pursuant to which the investor exchanged $86,309 of the Company’s 5.50% Senior Notes due March 2026 and $36,745 of the Company’s 5.00% Senior Notes due December 2026 for approximately $87,753 aggregate principal amount of the New Notes, whereupon the exchanged notes were cancelled. The Company issued 351,012 warrants in conjunction with the exchange (see Note 18(b) - Common Stock Warrants for discussion of the warrants). As the carrying amount of the debt exceeded the future undiscounted cash payments under the terms of the New Notes on the date of the exchange, the Company recorded a gain on the debt restructuring of $10,532 for the three months ended March 31, 2025. The exchange represented a troubled debt restructuring. The New Notes were recognized at a carrying value of $107,156 that is equal to the future undiscounted cash payments of the New Notes and no future interest expense is recognized since the effective interest rate was set to zero upon the restructuring.

The New Notes were issued pursuant to an indenture, dated as of March 26, 2025 (the “Indenture”), between the Company, certain subsidiaries of the Company, as guarantors, and GLAS Trust Company LLC, a New Hampshire limited liability company, as trustee and collateral agent, and the New Notes are unconditionally guaranteed jointly and severally by all direct and indirect wholly-owned restricted subsidiaries of the Company, subject to certain excluded subsidiaries (collectively, the “Guarantors”). The New Notes are secured on a second lien basis, junior to the obligations under the Company’s Credit Facility, by substantially all of the assets of the Company and the Guarantors.

The New Notes mature on January 1, 2028 and accrue interest at a rate of 8.00% per annum, payable semi-annually in arrears on April 30 and October 31, beginning on October 31, 2025. The Company is required to pay default interest of 8.00% on accrued interest if the Company fails to pay interest when due.

The Company has the right to redeem the New Notes at any time, in whole or in part. If the New Notes are redeemed prior to March 26, 2026 (including bankruptcy – see events of default below), the redemption price is equal to (1) 100% of the aggregate principal plus (2) a premium, if any, that is the excess for interest payments from the redemption date through March 26, 2026 discounted by the Treasury rate plus 50 basis points over the principal of the Notes being redeemed (the “Applicable Premium”) plus (3) any unpaid and accrued interest that excludes the redemption date. If the New Notes are redeemed after March 26, 2026, including a tender offer, the Company may repay the New Notes at principal plus accrued and unpaid interest if any, but excluding the redemption date.

The New Notes include a change of control provision, where the holders of the New Notes have the right to require the Company to repurchase all or a portion of the New Notes at a purchase price, in cash, equal to 101% of the principal amount thereof, plus accrued and unpaid interest if the Company does not exercise its redemption option.

The New Notes also contain certain other events of default that could result in an acceleration of the Company’s obligations under the New Notes.

In addition, if the Company or its restricted subsidiaries engage in certain asset sales and do not invest such proceeds or permanently reduce certain debt within a specified period of time, the Company may be required to use a portion of the proceeds of such asset sales above a specified threshold to make an offer to purchase the New Notes at a price equal to 100% of the principal amount of the New Notes being purchased, plus accrued and unpaid interest.

The Indenture contains certain covenants that, among other things, limit the Company’s and its subsidiaries’ ability to incur additional indebtedness or liens, to dispose of assets, to make certain fundamental changes, to enter into restrictive agreements, to make certain investments, loans, advances, guarantees and acquisitions, to prepay certain indebtedness and to pay dividends or to make other distributions or redemptions/repurchases in respect of their respective equity interests.