DALLAS, May 24, 2019 /PRNewswire/ -- NexPoint Advisors,
L.P. ("NexPoint") announced today that Institutional Shareholder
Services ("ISS") and Glass Lewis, two leading independent proxy
advisory firms, both issued reports recommending that stockholders
of Medley Capital Corporation ("MCC") (NYSE:MCC) vote FOR
NexPoint's independent director nominees at the June 4, 2019 annual meeting of stockholders (the
"Annual Meeting"). In their proxy analyses, both ISS and Glass
Lewis found sufficient reason to support the removal of the two
incumbent directors, Seth Taube and
Arthur Ainsberg, who are up for
re-election.
The following provides summaries of the respective reports. To
vote in accordance with the recommendations from ISS and Glass
Lewis, MCC stockholders should DISCARD any WHITE proxy card, and
vote FOR Stephen A. Mongillo and Mark T.
Goglia, NexPoint's nominees, using their BLUE proxy
card.
Visit www.MedleyCapitalVote.com to learn more about NexPoint's
nominees and to access additional information ahead of the Annual
Meeting.
ISS Report on MCC
In summary, ISS concluded:
- That "further change at the board level is warranted" as a
result of "inferior shareholder returns during the incumbents'
tenure," "troubling operating performance," and "the Delaware
Memorandum Opinion that found the company's nominees breached their
fiduciary duties"; and
- That NexPoint "has presented a compelling case that…its
nominees are the best option available to achieve that
change."
ISS raised specific issues about the financial situation at MCC,
noting:
- The fact that the "[proxy] contest has an element of urgency
because net asset values have declined";
- The threat that if "net asset value is below [a $275 million] threshold for two consecutive
quarters…[outstanding] notes could be accelerated, creating
substantial distress for the company"; and
- The presence of other "worrying trends in the company's
operating performance."
ISS expressed concerns about the MCC director nominees,
including:
- Their "conflicted and underperforming investment management" as
well as their role in "oversee[ing] negative total shareholder
returns"; and
- The fact that the "nominees appear to have participated in a
'stonewalling' response to [NexPoint]."
In its support for NexPoint's nominees, ISS noted:
- That NexPoint has "specifically and intentionally selected
unaffiliated nominees so that they will act solely in the best
interests of all MCC stockholders to evaluate competing strategic
alternative options"; and
- That "ISS' engagement with the [NexPoint] nominees suggests
that their independence is credible."
Glass Lewis Report on MCC
In summary, Glass Lewis concluded that:
- "NexPoint has made a compelling argument in favor of removing
and replacing the directors up for election at the 2019 annual
meeting"; and
- The "Delaware Decision provides sufficient evidence that the
corporate governance at MCC is fundamentally broken and speaks to a
clear need to overhaul the board."
Glass Lewis highlighted broad issues with the current board,
along with more specific concerns about MCC's director nominees,
including:
- The "appalling conduct by MCC directors," which the
Delaware opinion "describes at
considerable length";
- That "MCC's board structure raises concerns about its
objectivity and independence as well as its ability to perform its
proper oversight";
- The "evidence that Arthur
Ainsberg has failed to represent the best interests of MCC
shareholders," specifically noting his "fail[ure] to understand
that the prior sale process for MDLY did not 'effectively' shop
MCC," which Glass Lewis described as "an egregious error for the
chairman of a special committee tasked with seeking the best
alternative for shareholders"; and
- "[T]hat removing Seth Taube from
the board is warranted given his status as an affiliate,"
specifically noting that his removal would help "ensure that
shareholder interests are placed above all else."
Glass Lewis conveyed its support of NexPoint's nominees with its
views that the nominees:
- "[A]re qualified to serve on the MCC board, with considerable
professional experience and relevant skills";
- "[A]re not affiliated with NexPoint, and [Glass Lewis] see[s]
no reason to doubt their independence or objectivity"; and
- "[W]ould represent the interests of all shareholders in
accordance with their fiduciary duty if elected to the board."
About NexPoint Advisors, L.P.
NexPoint Advisors, L.P. (together with its affiliates
"NexPoint") is an SEC-registered investment adviser to a suite of
alternative investment vehicles, including a closed-end fund, a
business development company, and an interval fund, among others.
An affiliate of Highland Capital Management, L.P., NexPoint is part
of a multibillion-dollar investment platform that serves both
retail and institutional investors worldwide. NexPoint's investment
capabilities include high-yield credit, real estate, public
equities, private equity and special situations, structured credit,
and sector- and region-specific verticals build around specialized
teams. For more information visit www.nexpointfunds.com.
Important Information
NexPoint Advisors, L.P. ("NexPoint") has filed a definitive
proxy statement with the Securities and Exchange Commission (the
"SEC") together with the other participants named therein to be
used to solicit (the "Solicitation") proxies for, among other
matters, the election of its slate of director nominees at the
Annual Meeting of Stockholders (the "Annual Meeting") of Medley
Capital Corporation (the "Company") expected to take place on
June 4, 2019. Stockholders are
advised to read the definitive proxy statement and any other
documents related to the Solicitation because they contain
important information, including information relating to the
participants in the Solicitation. These materials and other
materials filed by the participants with the SEC in connection with
the Solicitation are available at no charge on the SEC's website at
www.sec.gov. In addition, the participants in the Solicitation will
provide copies of the definitive proxy statement without charge,
upon request. Requests for copies should be directed to the
participants' proxy solicitor.
Media Contact
Lucy
Bannon
Highland Capital Management / NexPoint Advisors
(972) 419-6272
lbannon@highlandcapital.com
Stockholders Contact
Rick
Grubaugh or Peter Aymar
D.F King & Co.
(212) 269-5550
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SOURCE NexPoint Advisors, L.P.