Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
July 25 2023 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 11)
ALTA
EQUIPMENT GROUP INC.
(Name
of Issuer)
Common
stock, $0.0001 par value per share
(Title
of Class of Securities)
02128L106
(CUSIP
Number)
Bryant
R. Riley
B.
Riley Financial, Inc.
11100
Santa Monica Blvd., Suite 800
Los
Angeles, CA 90025
(818)
884-3737
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July
21, 2023
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act.
| CUSIP
No. 02128L106 |
| 1 |
|
NAME
OF REPORTING PERSONS
B.
Riley Financial, Inc. |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
| 3 |
|
SEC
USE ONLY
|
| 4 |
|
SOURCE
OF FUNDS
AF |
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
0 |
| |
8 |
|
SHARED
VOTING POWER
3,939,763 |
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED
DISPOSITIVE POWER
3,939,763 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,939,763 |
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%* |
| 14. |
|
TYPE
OF REPORTING PERSON
HC |
| * |
Based
on 32,368,112 shares of common stock, par value $0.0001 (the “Common Stock”), of Alta Equipment Group Inc. (the “Issuer”)
outstanding as of July 20, 2023 as reported by the Issuer on its Form 424B5 filed with the U.S. Securities and Exchange Commission
on July 20, 2023 (the “Prospectus Supplement”). |
| CUSIP
No. 02128L106 |
| 1 |
|
NAME
OF REPORTING PERSONS
B.
Riley Securities, Inc. |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
| 3 |
|
SEC
USE ONLY
|
| 4 |
|
SOURCE
OF FUNDS
WC |
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
0 |
| |
8 |
|
SHARED
VOTING POWER
1,160,134 |
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED
DISPOSITIVE POWER
1,160,134 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,160,134 |
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%* |
| 14. |
|
TYPE
OF REPORTING PERSON
BD |
| * |
Based
on 32,368,112 shares of Common Stock of the Issuer outstanding as of July 20, 2023 as reported by the Prospectus Supplement. |
| CUSIP
No. 02128L106 |
| 1 |
|
NAME
OF REPORTING PERSONS
BRF
Investments, LLC |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
| 3 |
|
SEC
USE ONLY
|
| 4 |
|
SOURCE
OF FUNDS
WC |
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
0 |
| |
8 |
|
SHARED
VOTING POWER
2,779,629 |
| |
9 |
|
SOLE
DISPOSITIVE POWER
0 |
| |
10 |
|
SHARED
DISPOSITIVE POWER
2,779,629 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,779,629 |
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.6%* |
| 14. |
|
TYPE
OF REPORTING PERSON
OO |
| * |
Based
on 32,368,112 shares of Common Stock of the Issuer outstanding as of July 20, 2023 as reported by the Prospectus Supplement. |
| CUSIP
No. 02128L106 |
| 1 |
|
NAME
OF REPORTING PERSONS
Bryant
R. Riley |
| 2 |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☐ |
| 3 |
|
SEC
USE ONLY
|
| 4 |
|
SOURCE
OF FUNDS
PF,
AF |
| 5 |
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
|
7 |
|
SOLE
VOTING POWER
653,454 |
| |
8 |
|
SHARED
VOTING POWER
3,939,763 |
| |
9 |
|
SOLE
DISPOSITIVE POWER
653,454 |
| |
10 |
|
SHARED
DISPOSITIVE POWER
3,939,763 |
| 11 |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,593,217 |
| 12 |
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.2%* |
| 14. |
|
TYPE
OF REPORTING PERSON
IN |
| * |
Based
on 32,368,112 shares of Common Stock of the Issuer outstanding as of July 20, 2023 as reported by the Prospectus Supplement. |
This
Amendment No. 11 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”)
on April 15, 2019, as amended by Amendment No. 1 and Amendment No. 2 filed on February 24, 2020 and Amendment No. 3 filed on March 3,
2020 and Amendment No. 4 filed on March 17, 2020, Amendment No. 5 filed on March 11, 2021, and Amendment No. 6 filed on March 23, 2021,
and Amendment No. 7 filed on October 28, 2021, and Amendment No. 8 filed on February 8, 2022, and Amendment No. 9 filed on May 6, 2022,
and Amendment No. 10 filed on April 18, 2023 (as so amended, the “Schedule 13D”), relating to the Common Stock, par value
$0.0001 per share (the “Common Stock” or “Shares”), of Alta Equipment Group Inc., a Delaware corporation (the
“Issuer or “Company”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect.
Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item
4 of the Schedule 13D is hereby amended to add the following:
On July 20, 2023, the Company entered into an
Underwriting Agreement (the “Underwriting Agreement”) with D.A. Davidson & Co. and B. Riley Securities, Inc., as the representatives
of the underwriters (the “Representatives”), and BRF Investments, LLC (the “Selling Stockholder”), relating to
an underwritten secondary offering (the “Secondary Offering”) of 2,200,000 shares (the “Offered Shares”) of its
common stock, par value $0.0001 per share (the “Common Stock”). The Secondary Offering was made pursuant to the Company’s
resale shelf registration statement, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on March
25, 2020 and initially declared effective on April 3, 2020, as amended by Post-Effective Amendment No. 1, filed with the SEC on July 1,
2021 and declared effective on July 12, 2021. The Selling Stockholder also granted the Representatives a 30-day option to purchase up
to 330,000 additional shares of Common Stock. All of the shares of Common Stock were sold by the Selling Stockholder and the Company did
not issue any new shares of Common Stock in connection with the Secondary Offering. The price to the public in the Secondary Offering
is $16.25 per share and pursuant to the Underwriting Agreement, the Representatives have agreed to purchase the Shares from the Selling
Stockholder at a price of $15.4375 per share. The Selling Stockholder is an affiliate of B. Riley Securities, Inc.
On July 25, 2023, the Selling Stockholder completed the sale of the
Offered Shares. The Selling Stockholder received net proceeds of approximately $34.0 million, after deducting the estimated offering expenses
payable by the Company and the Representatives’ discounts and commissions.
ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.
Item
5, Sections (a) and (b) of the Schedule 13D are hereby amended and restated as follows:
| |
1. |
As
of the date hereof, BRS beneficially owns directly 1,160,134 shares of Common Stock, representing 3.6% of the Issuer’s Common
Stock, and BRFI beneficially owns directly 2,779,629 shares of Common Stock, representing 8.6% of the Issuer’s Common Stock. |
| |
|
|
| |
2. |
BRF
is the parent company of BRS and BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS and BRFI. |
| |
|
|
| |
3. |
Bryant
R. Riley may be deemed to indirectly beneficially own 653,454 shares of Common Stock representing 2.0% of the Issuer’s Common
Stock, of which (i) 624,596 shares are held jointly with his wife, Carleen Riley, and (ii) 24,610 shares are held as sole trustee
of the Robert Antin Children Irrevocable Trust, (iii) 1,062 shares are held as sole custodian for the benefit of Abigail Riley, (iv)
1,062 shares are held as sole custodian for the benefit of Charlie Riley, (v) 1,062 shares are held as sole custodian for the benefit
of Eloise Riley, and (vi) 1,062 shares are held as sole custodian for the benefit of Susan Riley. Bryant R. Riley may also be deemed
to indirectly beneficially own the 3,939,763 shares of Common Stock, representing 12.2% of the Issuer’s Common Stock outstanding
held directly by BRS and BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the
shares held by BRS, BRFI, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest
therein. |
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
SIGNATURES
After
reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Dated:
July 25, 2023
| |
B.
RILEY FINANCIAL, INC. |
| |
|
| |
By: |
/s/
Bryant R. Riley |
| |
Name: |
Bryant
R. Riley |
| |
Title: |
Co-Chief
Executive Officer |
| |
|
| |
B.
RILEY SECURITIES, INC. |
| |
|
| |
By: |
/s/
Andrew Moore |
| |
Name: |
Andrew
Moore |
| |
Title: |
Chief
Executive Officer |
| |
|
| |
BRF
INVESTMENTS, LLC |
| |
|
| |
By: |
/s/
Phillip Ahn |
| |
Name: |
Phillip
Ahn |
| |
Title: |
Authorized
Signatory |
| |
|
|
| |
BRYANT
R. RILEY |
| |
|
| |
By: |
/s/
Bryant R. Riley |
SCHEDULE
A
Executive
Officers and Directors of B. Riley Financial, Inc.
| Name
and Position |
|
Present
Principal Occupation |
|
Business
Address |
|
Citizenship |
Bryant
R. Riley
Chairman of the Board of Directors and Co-Chief Executive Officer |
|
Chief
Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board
of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc. |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United
States |
Thomas
J. Kelleher[1]
Co-Chief Executive Officer and Director |
|
Co-Chief
Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of
B. Riley Capital Management, LLC |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United
States |
Phillip
J. Ahn
Chief Financial Officer and Chief Operating Officer |
|
Chief
Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. |
|
30870
Russell Ranch Rd
Suite
250
Westlake
Village, CA 91362 |
|
United
States |
Kenneth
Young
President |
|
President
of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United
States |
Alan
N. Forman
Executive Vice President, General Counsel and Secretary |
|
Executive
Vice President, General Counsel and Secretary of B. Riley Financial, Inc. |
|
299
Park Avenue, 21st Floor
New York, NY 10171 |
|
United
States |
Howard
E. Weitzman
Senior Vice President and Chief Accounting Officer |
|
Senior
Vice President and Chief Accounting Officer of B. Riley Financial, Inc. |
|
30870
Russell Ranch Rd
Suite
250
Westlake
Village, CA 91362 |
|
United
States |
Robert
L. Antin[2]
Director |
|
Co-Founder
of VCA, Inc., an owner and operator of Veterinary care centers and hospitals |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United
States |
Tammy
Brandt
Director |
|
Senior
Member of the Legal team at Creative Artists Agency, a leading global entertainment and sports agency |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United
States |
Robert
D’Agostino
Director |
|
President
of Q-mation, Inc., a supplier of software solutions |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United
States |
Renée
E. LaBran
Director |
|
Founding
partner of Rustic Canyon Partners (RCP), a technology focused VC fund |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United
States |
Randall
E. Paulson
Director |
|
Special
Advisor to Odyssey Investment Partners, LLC, a private equity investment firm |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United
States |
Michael
J. Sheldon
Director |
|
Chairman
and Chief Executive Officer of Deutsch North America, a creative agency – Retired |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025
|
|
United
States |
Mimi
Walters
Director |
|
U.S.
Representative from California’s 45th Congressional District – Retired |
|
11100
Santa Monica Blvd.
Suite 800
Los Angeles, CA 90025 |
|
United
States |
| 1 | As
of the date hereof, Thomas J. Kelleher directly owned 15,000 shares of Common Stock. The
aggregate purchase price of the 15,000 shares of Common Stock that were purchased by Thomas
J. Kelleher with personal funds is approximately $153,678. Thomas J. Kelleher has the sole
power to vote and dispose of such Common Stock and the right to receive, or the power to
direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
| 2 | As
of the date hereof, Robert L. Antin directly owned 44,025 shares of Common Stock. The aggregate
purchase price of the 44,025 shares of Common Stock that were purchased by Robert L. Antin
with personal funds is approximately $307,741. Robert L. Antin has the sole power to vote
and dispose of such Common Stock and the right to receive, or the power to direct the receipt
of dividends from, or proceeds from the sale of, such Common Stock. |
ANNEX
I
Transactions
within the Past 60 Days
Trade Date | |
Transaction | |
Amount of Securities | | |
Price per Share of Common Stock | | |
Reporting Person |
| 7/21/2023 | |
Sale | |
| 2,200,000 | | |
$ | 16.25 | | |
BRF Investments, LLC |
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