Current Report Filing (8-k)
May 26 2020 - 4:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): May 26, 2020 (May 21, 2020)
Medley
Capital Corporation
(Exact
Name of Registrant as Specified in its Charter)
1-35040
|
|
Delaware
|
|
27-4576073
|
(Commission
File Number)
|
|
(State
or other jurisdiction
of incorporation)
|
|
(I.R.S.
Employer
Identification No.)
|
280
Park Avenue, 6th Floor East
New York, NY 10017
(Address
of Principal Executive Offices and Zip Code)
Registrant’s
telephone number, including area code: (212) 759-0777
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol(s)
|
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.001 per share
|
|
MCC
|
|
The
New York Stock Exchange
|
6.500%
Notes due 2021
|
|
MCX
|
|
The
New York Stock Exchange
|
6.125%
Notes due 2023
|
|
MCV
|
|
The
New York Stock Exchange
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
As
previously disclosed, on January 15, 2020, the board of directors (the “Board”) of Medley Capital Corporation (the
“Company”), including all of the independent directors, approved the renewal of the investment management agreement
between the Company and MCC Advisors LLC (the “Investment Management Agreement”) through the later of April 1, 2020
or so long as the Amended and Restated Agreement and Plan of Merger, dated as of July 29, 2019 (the “Amended MCC Merger
Agreement”), between the Company and Sierra Income Corporation (“Sierra”) was in effect, but no longer than
a year; provided that, if the Amended MCC Merger Agreement was terminated by Sierra, then the termination of the Investment Management
Agreement would be effective on the 30th day following receipt of Sierra’s notice of termination to the Company.
On
May 1, 2020, the Company received a notice of termination of the Amended MCC Merger Agreement from Sierra. Under the Amended MCC
Merger Agreement, either party was permitted, subject to certain conditions, to terminate the Amended MCC Merger Agreement if
the merger was not consummated by March 31, 2020. Sierra elected to do so on May 1, 2020.
As
result of the termination by Sierra of the Amended MCC Merger Agreement on May 1, 2020, the Investment Management Agreement would
have been terminated effective as of May 31, 2020. However, on May 21, 2020, the Board, including all of the independent directors,
extended the term of the Investment Management Agreement through the end of the current quarter, June 30, 2020.
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.
Date:
May 26, 2020
|
MEDLEY CAPITAL CORPORATION
|
|
|
|
|
By:
|
/s/
Richard T. Allorto, Jr.
|
|
Name:
|
Richard
T. Allorto, Jr.
|
|
Title:
|
Chief
Financial Officer
|
2
Medley Capital (NYSE:MCV)
Historical Stock Chart
From Apr 2024 to May 2024
Medley Capital (NYSE:MCV)
Historical Stock Chart
From May 2023 to May 2024