Filed
by Sierra Income Corporation
pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934
Subject
Company: Medley Management Inc.
Commission
File No. 001-36638
* * *
DISCLAIMER
No
Offer or Solicitation
The
information in this communication is for informational purposes only and shall not constitute an offer to sell or the solicitation
of an offer to sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important
Information and Where to Find It
In
connection with the proposed transactions, Sierra Income Corporation (“Sierra”) has filed with the Securities and
Exchange Commission (the “SEC”) a Registration Statement on Form N-14 that includes a joint proxy statement (collectively,
the “Joint Proxy Statement and Prospectus”) of Sierra, Medley Capital Corporation (“MCC”), and Medley
Management Inc. (“MDLY”). The Joint Proxy Statement/Prospectus, as applicable, was first being mailed or otherwise
delivered to stockholders of Sierra, MCC, and MDLY on or about December 21, 2018. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SIERRA, MCC, AND MDLY, THE PROPOSED TRANSACTIONS AND RELATED MATTERS.
Investors and security holders can obtain the Joint Proxy Statement/Prospectus and other documents filed with the SEC by Sierra,
MCC, and MDLY, free of charge, from the SEC’s web site at www.sec.gov and from Sierra’s website (www.sierraincomecorp.com),
MCC’s website (www.medleycapitalcorp.com), or MDLY’s website (www.mdly.com). Investors and security holders may also
obtain free copies of the Joint Proxy Statement/Prospectus and other documents filed with the SEC from Sierra, MCC, or MDLY by
contacting Sam Anderson, Medley’s Investor Relations contact, at 212-759-0777.
Participants
in the Solicitation
Sierra,
MCC, and MDLY and their respective directors, executive officers, other members of their management, employees and other persons
may be deemed to be participants in the anticipated solicitation of proxies in connection with the proposed transactions. Information
regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of the Sierra, MCC,
and MDLY stockholders in connection with the proposed transactions is set forth in the Joint Proxy Statement/Prospectus filed
with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests,
by security holdings or otherwise, is set forth in the Joint Proxy Statement/Prospectus and in other relevant materials that may
be to be filed with the SEC. These documents may be obtained free of charge from the sources indicated above.
Cautionary
Statement Regarding Forward-Looking Statements
This
communication contains “forward-looking” statements, including statements regarding the proposed transactions.
Such forward-looking statements reflect current views with respect to future events and financial performance, and each of
Sierra, MCC and MDLY may make related oral forward-looking statements on or following the date hereof. Statements that
include the words “should,” “would,” “expect,” “intend,” “plan,”
“believe,” “project,” “anticipate,” “seek,” “will,” and similar
statements of a future or forward-looking nature identify forward-looking statements in this material or similar oral
statements for purposes of the U.S. federal securities laws or otherwise. Because forward-looking statements, such as the
date that the parties expect the proposed transactions to be completed and the expectation that the proposed transactions
will provide improved liquidity for Sierra, MCC, and MDLY stockholders and will be accretive to net investment income for
both Sierra and MCC, include risks and uncertainties, actual results may differ materially from those expressed or implied
and include, but are not limited to, those discussed in each of Sierra’s, MCC’s and MDLY’s filings with the
SEC, and (i) the satisfaction or waiver of closing conditions relating to the proposed transactions described herein,
including, but not limited to, the requisite approvals of the stockholders of each of Sierra, MCC, and MDLY, Sierra
successfully taking all actions reasonably required with respect to certain outstanding indebtedness of MCC and MDLY to
prevent any material adverse effect relating thereto, certain required approvals of the SEC and the Small Business
Administration, the necessary consents of certain third-party advisory clients of MDLY, and any applicable waiting period
(and any extension thereof) applicable to the transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, shall have expired or been terminated, (ii) the parties’ ability to successfully consummate the
proposed transactions, and the timing thereof, and (iii) the possibility that competing offers or acquisition proposals
related to the proposed transactions will be made and, if made, could be successful. Additional risks and uncertainties
specific to Sierra, MCC and MDLY include, but are not limited to, (i) the costs and expenses that Sierra, MCC and MDLY have,
and may incur, in connection with the proposed transactions (whether or not they are consummated), (ii) the impact that any
litigation relating to the proposed transactions may have on any of Sierra, MCC and MDLY, (iii) that projections with respect
to dividends may prove to be incorrect, (iv) Sierra’s ability to invest our portfolio of cash in a timely manner
following the closing of the proposed transactions, (v) the risk that the Combined Company’s common stock will trade at
a discount to net asset value, (vi) the ability of portfolio companies to pay interest and principal in the future; (vii) the
ability of MDLY to grow its fee earning assets under management; (viii) whether Sierra, as the surviving company, will trade
with more volume and perform better than MCC and MDLY prior to the proposed transactions; and (ix) negative effects of
entering into the proposed transactions on the trading volume and market price of the MCC’s or MDLY’s common
stock.
The
foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary
statements that will be included in the Joint Proxy Statement/Prospectus relating to the proposed transactions, and in the “Risk
Factors” sections of each of Sierra’s, MCC’s and MDLY’s most recent Annual Report on Form 10-K and most
recent Quarterly Report on Form 10-Q. The forward-looking statements in this communication represent Sierra’s, MCC’s
and MDLY’s views as of the date of hereof. Sierra, MCC and MDLY anticipate that subsequent events and developments will
cause their views to change. However, while they may elect to update these forward-looking statements at some point in the future,
none of Sierra, MCC or MDLY have the current intention of doing so except to the extent required by applicable law. You should,
therefore, not rely on these forward-looking statements as representing Sierra’s, MCC’s or MDLY’s views as of
any date subsequent to the date of this material.
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