NEW YORK, March 7, 2019 /PRNewswire/ -- Medley Capital
Corporation (NYSE: MCC, "MCC"), (TASE: MCC), Sierra Income
Corporation ("Sierra"), and Medley Management Inc. (NYSE: MDLY,
"MDLY" or "Medley") today announced that it has become necessary to
adjourn the March 8, 2019 Special
Meetings of Shareholders in connection with MCC's proposed merger
with Sierra and Sierra's concurrent acquisition of MDLY. The
companies continue to work on the regulatory approval required to
hold the vote.
The companies expect to adjourn the shareholder meetings for one
week to March 15, 2019.
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.
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.
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.1
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.
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
Medley Management Inc.
212-759-0777
Media Contacts:
Jonathan
Gasthalter/Nathaniel
Garnick
Gasthalter & Co.
212-257-4170
1 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.
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SOURCE Medley Management Inc.