Current Report Filing (8-k)
June 03 2021 - 06:05AM
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): June 1,
2021
MEDLEY MANAGEMENT INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36638
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47-1130638
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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280 Park Avenue, 6th Floor East
New York, New York 10017
(Address of principal executive offices) (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 (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Class A Common Stock, $0.01 par value per share
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MDLY
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New York Stock Exchange
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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.
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Item 8.01. Other Events.
Appointment of Independent Manager of Medley LLC
In respect of Medley LLC’s (“Medley LLC”) pending voluntary case
under chapter 11 of title 11 of the United States Code in the
United States Bankruptcy Court for the District of Delaware
captioned In re: Medley LLC, Case No. 21-10526 (KBO) (the
“Medley LLC Chapter 11 Case”) and as authorized and implemented
pursuant to the adoption of the Fifth Amended and Restated Limited
Liability Company Agreement of Medley LLC as described below, on
June 1, 2021, Michelle Dreyer was appointed as the independent and
sole manager (the “Manager”) of Medley LLC. Concomitantly with Ms.
Dreyer’s appointment as independent Manager of Medley LLC, on June
1, 2021, MDLY resigned as managing member (“Managing Member”) of
Medley LLC. Notwithstanding such resignation, MDLY retains its
membership interests in Medley LLC and rights as a member of Medley
LLC.
In connection with the appointment of Ms. Dreyer as independent
Manager of Medley LLC, Medley LLC entered into a Service Agreement
(the “Service Agreement”) with Corporation Service Company (“CSC”).
Ms. Dreyer joined in the execution of the Service Agreement for the
limited purpose of accepting her appointment as independent Manager
of Medley LLC and accepting and agreeing to be bound by all of the
terms and provisions of the Service Agreement applicable to Ms.
Dreyer as independent Manager. The Service Agreement provides that
Medley LLC shall pay CSC an initial $75,000 fee upon execution for
the first 60 days from the effective date, with the independent
Manager’s time thereafter billed at a rate of $625 per hour. The
Service Agreement also provides for the reimbursement of certain
expenses incurred by CSC or the independent Manager pursuant to the
Service Agreement.
There are no related-party transactions involving the registrant
and Ms. Dreyer that are required to be disclosed under Item 404(a)
of Regulation S-K.
Fifth Amended and Restated Limited Liability Company Agreement
of Medley LLC
On June 1, 2021, MDLY (as Medley LLC’s outgoing Managing Member)
approved and adopted the Fifth Amended and Restated Limited
Liability Company Agreement of Medley LLC, dated and effective as
of June 1, 2021 (the “Fifth Medley LLC Operating Agreement”). The
Fifth Medley LLC Operating Agreement supersedes and replaces the
Fourth Amended and Restated Limited Liability Company Agreement of
Medley LLC, dated as of September 23, 2014, as amended February 3,
2021 (the “Prior Operating Agreement), in its entirety.
The Fifth Medley LLC Operating Agreement was adopted to, among
other things, provide for separate “manager” and “member” roles in
Medley LLC in order to authorize and implement the appointment of
an independent Manager for Medley LLC. As described above, on June
1, 2021, pursuant to the Fifth Medley LLC Operating Agreement,
Michelle Dreyer was appointed as the independent Manager of Medley
LLC, and MDLY resigned as Managing Member of Medley LLC.
Notwithstanding such resignation, MDLY retains its membership
interests in Medley LLC and rights as a member of Medley LLC. Ms.
Dreyer is party to the Fifth Medley LLC Operating Agreement in her
capacity as independent Manager of Medley LLC. MDLY executed the
Fifth Medley LLC Operating Agreement in its capacity as Medley
LLC’s outgoing Managing Member.
The Fifth Medley LLC Operating Agreement additionally reflects
changes resulting from the integration of provisions from (and the
elimination of provisions rendered unnecessary by) the previously
reported First Amendment, dated as of February 3, 2021, to the
Prior Operating Agreement, and Medley LLC’s corresponding election
as authorized thereby to classify Medley LLC as a corporation for
income tax purposes, as described in MDLY’s Current Report on Form
8-K filed on February 9, 2021.
The foregoing description of the Fifth Medley LLC Operating
Agreement does not purport to be complete, and is qualified in its
entirety by reference to the full text the Fifth Medley LLC
Operating Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and which document is incorporated
by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(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 MANAGEMENT INC.
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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, Jr.
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Title:
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Chief Financial Officer
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Date: June 3, 2021
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