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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