Item
8.01 Other Events.
On
March 15, 2019, Medley Capital Corporation (“MCC”), Sierra Income Corporation (“Sierra”), and Medley Management
Inc. (“MDLY”) issued a joint press release regarding the adjournment of each Special Meeting of Shareholders of MCC,
Sierra, and MDLY, each of which will be reconvened on March 29, 2019. A copy of this press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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MEDLEY
CAPITAL CORPORATION
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By:
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/s/
Richard T. Allorto, Jr.
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Name:
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Richard
T. Allorto
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Title:
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Chief
Financial Officer and Secretary
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Date:
March 15, 2019
Exhibit 99.1
Medley Capital
Corp., Sierra Income Corp. and Medley Management Inc. to Reconvene Special
Meetings of Shareholders on March 29, 2019
NEW YORK —
March 15, 2019
— Medley Capital Corporation (NYSE: MCC, “MCC”) (TASE: MCC), Sierra Income Corporation (“Sierra”),
and Medley Management Inc. (NYSE: MDLY, “MDLY” or “Medley”) today announced that each Special Meeting of Shareholders
of MCC, Sierra, and MDLY held earlier today (the “Special Meetings”) in connection with MCC’s proposed merger with
Sierra and Sierra’s concurrent acquisition of MDLY was convened and adjourned without any business being conducted other than the
adjournment.
The MCC Special
Meeting will be reconvened on March 29, 2019 at 9:00 A.M., Eastern Time, at the offices of Eversheds Sutherland (US) LLP, which
is located at 1114 Avenue of the Americas, 40th Floor, New York, NY 10036.
The Sierra Special
Meeting will be reconvened on March 29, 2019 at 10:00 A.M., Eastern Time, at the offices of Eversheds Sutherland (US) LLP, which
is located at 1114 Avenue of the Americas, 40th Floor, New York, NY 10036.
The MDLY Special
Meeting will be reconvened on March 29, 2019 at 11:00 A.M., Eastern Time, at the offices of Eversheds Sutherland (US) LLP, which
is located at 1114 Avenue of the Americas, 40th Floor, New York, NY 10036.
ABOUT SIERRA
INCOME CORPORATION
Sierra is a non-traded
business development company (“BDC”) that invests primarily in first lien senior secured debt, second lien secured debt
and, to a lesser extent, subordinated debt of middle market companies in a broad range of industries with annual revenue between
$50 million and $1 billion. Sierra’s investment objective is to generate current income, and to a lesser extent, long-term capital
appreciation. Sierra is externally managed by SIC Advisors LLC, which is an investment adviser registered under the Investment
Advisers Act of 1940, as amended. For additional information, please visit Sierra Income Corporation at www.sierraincomecorp.com.
ABOUT MEDLEY
CAPITAL CORPORATION
Medley Capital
Corporation is a closed-end, externally managed BDC that trades on the New York Stock Exchange (NYSE: MCC) and the Tel Aviv Stock
Exchange (TASE:MCC). Medley Capital Corporation’s investment objective is to generate current income and capital appreciation by
lending to privately-held middle market companies, primarily through directly originated transactions, to help these companies
expand their businesses, refinance and make acquisitions. Medley Capital Corporation’s portfolio generally consists of senior
secured first lien loans and senior secured second lien loans. Medley Capital Corporation is externally managed by MCC Advisors
LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended. For additional information,
please visit Medley Capital Corporation at www.medleycapitalcorp.com.
ABOUT MEDLEY
Medley is an alternative
asset management firm offering yield solutions to retail and institutional investors. Medley’s national direct origination franchise
is a premier provider of capital to the middle market in the U.S. Medley has $4.8 billion of assets under management in two business
development companies, Medley Capital Corporation (NYSE: MCC) (TASE:MCC) and Sierra Income Corporation, a credit interval fund,
Sierra Total Return Fund (NASDAQ: SRNTX) and several private investment vehicles. Over the past 15 years, Medley has provided capital
to over 400 companies across 35 industries in North America.
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Medley LLC, the
operating company of Medley Management Inc., has outstanding bonds which trade on the NYSE under the symbols (NYSE: MDLX) and (NYSE:
MDLQ). Medley Capital Corporation is dual-listed on the New York Stock Exchange (NYSE: MCC) and the Tel Aviv Stock Exchange (TASE:
MCC) and has outstanding bonds which trade on both the New York Stock Exchange under the symbols (NYSE: MCV), (NYSE: MCX) and the
Tel Aviv Stock Exchange under the symbol (TASE: MCC.B1).
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 has filed with the Securities and Exchange Commission (the “SEC”) a Registration
Statement on Form N-14 that includes a joint proxy statement of Sierra, MCC, and MDLY and, with respect to Sierra, constitutes
a prospectus (collectively, the “Joint Proxy Statement/Prospectus”). The Joint Proxy Statement/Prospectus, as applicable,
was first 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.
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Medley
Management Inc. is the parent company of Medley LLC and several registered investment advisors (collectively “Medley”).
Assets under management refers to assets of Medley funds, which represents the sum of the net asset value of such funds, the drawn
and undrawn debt (at the fund level, including amounts subject to restrictions) and uncalled committed capital (including commitments
to funds that have yet to commence their investment periods). Assets under management are as of September 30, 2018.
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 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 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 sustainable and increased profits, greater likelihood of dividend growth, lower cost of capital and 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 market performance of the
combined portfolio, (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. There can be no assurance of the level of any dividends
to be paid, if any, following consummation of the merger.
The foregoing
review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements
included in each of Sierra’s, MCC’s and MDLY’s filings with the SEC, including 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.
Investor Relations Contact:
Sam Anderson
Head of Capital Markets & Risk
Management
Medley Management Inc.
212-759-0777
Media Contacts:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
212-257-4170
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