Medley Capital Corporation (NYSE: MCC) (“MCC” or the “Company”)
today announced that the “go-shop” process conducted by the Special
Committee of the Board of Directors of MCC (the “Special
Committee”), did not produce a “Superior Proposal” as defined in
the Amended and Restated Agreement and Plan of Merger, dated as of
July 29, 2019, by and between MCC and Sierra Income Corporation
(the “Amended MCC Merger Agreement”). The Company's Board of
Directors continues to recommend that the Company's shareholders
adopt the Amended MCC Merger Agreement.
Starting on September 27, 2019, the date on
which the “go-shop” period expired, subject to certain exceptions
for “Excluded Parties” as defined in the Amended MCC Merger
Agreement applicable through October 11, 2019, MCC became subject
to customary “no shop” provisions under the Amended MCC Merger
Agreement. The “no shop” provisions restrict the ability of
the Company and its representatives to solicit alternative
acquisition proposals from, engage in negotiations or discussions
with, or provide confidential information to, third parties,
subject to customary “fiduciary out” provisions.
During the “go-shop” period, Houlihan Lokey, the
independent financial advisor retained by the MCC Special
Committee, contacted 194 potential buyers and strategic partners to
solicit interest in making a proposal, resulting in 27 parties
executing non-disclosure agreements with MCC. These parties were
provided access to certain information regarding MCC. Seven parties
submitted initial indications of interest with a total of 12
proposals. Following discussions between these parties and
representatives of MCC, three of these parties submitted revised
indications of interest with a total of four proposals.
Subsequently, two of these parties submitted further revised
indications of interest. After extensive negotiations with these
parties, and after consulting with its independent financial and
legal advisors, the MCC Special Committee did not find that any of
the proposals constituted a “Superior Proposal”.
About Medley Capital
Corporation
Medley Capital Corporation is a closed-end,
externally managed business development company ("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. Our 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.
SOURCE: Medley Capital Corporation
Investor Relations Contact: Sam Anderson Head of Capital Markets
& Risk Management Medley Management Inc. 212-759-0777
Media Contact: Jonathan Gasthalter/Nathaniel Garnick Gasthalter
& Co. 212-257-4170
Forward-Looking Statements
This press release contains “forward-looking”
statements, including statements regarding the proposed
transactions contemplated by the Amended MCC Merger Agreement. Such
forward-looking statements reflect current views with respect to
future events and financial performance, and MCC 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
possibility that MCC may receive competing proposals and the date
that the parties expect the proposed transactions to be completed,
include risks and uncertainties, actual results may differ
materially from those expressed or implied and include, but are not
limited to, those discussed in MCC’s filings with
the Securities and Exchange Commission (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
MCC, Sierra Income Corporation (“Sierra”), and Medley Management
Inc. (“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 (including
necessary exemptive relief to consummate the merger transactions),
approval by the Court of Chancery of the State of Delaware of the
Settlement Agreement, the necessary consents of certain third-party
advisory clients of MDLY, and any applicable waiting period (and
any extension thereof) applicable to 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 MCC include, but are not limited to, (i)
the costs and expenses that MCC has, 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 MCC; (iii) that projections with
respect to distributions may prove to be incorrect; (iv) Sierra’s
ability to invest its 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 common stock. There can be no assurance of the
level of any distributions to be paid, if any, following
consummation of the proposed transactions.
The foregoing review of important factors should
not be construed as exhaustive and should be read in conjunction
with the other cautionary statements that are included in the Joint
Proxy Statement/Prospectus (as defined below) relating to the
proposed transactions and in the “Risk Factors” sections of MCC’s
most recent Annual Report on Form 10-K and most recent Quarterly
Report on Form 10-Q. The forward- looking statements in this press
release represent MCC’s views as of the date of hereof. MCC
anticipates that subsequent events and developments will cause its
views to change. However, while MCC may elect to update these
forward-looking statements at some point in the future, MCC does
not have any 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 MCC’s views as of
any date subsequent to the date of this material.
Additional Information and Where to Find It
In connection with the proposed transactions,
Sierra intends to file with the SEC and mail to its stockholders an
amendment to the Registration Statement on Form N-14 that will
include a proxy statement and that also will constitute a
prospectus of Sierra, and MCC and MDLY intend to file with the SEC
and mail to their respective stockholders an amendment to the proxy
statement on Schedule 14A (the “Joint Proxy Statement/Prospectus”
and, as amended, the “Amended 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 STOCKHOLDERS ARE
URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS THE
AMENDED JOINT PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES
AVAILABLE, OR ANY 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 stockholders 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
website (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 stockholders may also obtain free copies of the Joint
Proxy Statement/Prospectus, the Amended Joint Proxy
Statement/Prospectus (when available), and other documents filed
with the SEC from MCC by using the contact information provided
above.
Participants in the
Solicitation
MCC and its directors, executive officers, other
members of its management and certain employees of Medley LLC may
be deemed to be participants in the anticipated solicitation of
proxies in connection with the proposed transactions. Information
regarding MCC’s directors and executive officers is available in
its definitive proxy statement for its 2019 annual meeting of
stockholders filed with the SEC on May 9, 2019 (the “MCC 2019 Proxy
Statement”). To the extent holdings of securities by such directors
or executive officers have changed since the amounts disclosed in
the MCC 2019 Proxy Statement, such changes have been or will be
reflected on Statements of Change in Ownership on Form 4 filed by
such directors or executive officers, as the case may be, with the
SEC. More detailed information regarding the identity of potential
participants, and their direct or indirect interests, by security
holdings or otherwise, will be set forth in the Amended Joint Proxy
Statement/Prospectus when such documents become available and in
other relevant materials to be filed with the SEC. These documents
may be obtained free of charge from the sources indicated
above.
No Offer or Solicitation
The information in this press release 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.
Medley Capital (NYSE:MCC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Medley Capital (NYSE:MCC)
Historical Stock Chart
From Sep 2023 to Sep 2024