|Over a month ago|
Medley Management announces termination of Sierra merger » 06:2905/0505/05/20
Medley Management, or…
Medley Management, or MDLY, announced that is has received a notice of termination from Sierra of its agreement to merge with MDLY pursuant to the amended and restated agreement and plan of merger, dated as of July 29, 2019, between MDLY and Sierra. As previously disclosed, effective as of July 29, 2019, the company, Sierra and Sierra Management, a wholly owned subsidiary of Sierra, entered into the amended MDLY merger agreement, pursuant to which the company would be merged with and into merger sub. Section 9.1 of the amended MDLY merger agreement permits both the company and Sierra to terminate the amended MDLY merger agreement if the MDLY merger has not been consummated on or before March 31. On May 1, the company received a written notice of termination from Sierra in accordance with Sections 9.1 and 10.2 of the amended MDLY merger agreement. As a result, the amended MDLY merger agreement has been terminated effective as of May 1.
Medley Capital announces termination of merger pact with Sierra Income » 06:0305/0505/05/20
Medley Capital announced…
Medley Capital announced that it has received a notice of termination from Sierra Income of its agreement to merge with MCC pursuant to the Amended and Restated Agreement and Plan of Merger, dated as of July 29, 2019, between MCC and Sierra. Under the Amended Merger Agreement, either party may, subject to certain conditions, terminate the Amended Merger Agreement if the merger is not consummated by March 31, 2020. Sierra elected to do so on May 1, 2020. Representatives of Sierra informed the Company that in determining to terminate the Amended Merger Agreement, Sierra considered a number of factors, including, among other factors, changes in the relative valuation of the Company and Sierra, the changed circumstances and the unpredictable economic conditions resulting from the global health crisis caused by the coronavirus pandemic, and the uncertainty regarding the parties' ability to satisfy the conditions to closing the merger in a timely manner. Following this, the Special Committee of the Board of Directors of MCC will remain constituted. The termination frees the Special Committee to explore strategic alternatives seeking to maximize stockholder value. The Special Committee continues to consult with Houlihan Lokey, its financial advisor.
Medley Management receives noncompliance notification from NYSE » 16:3904/2304/23/20
Medley Management announced that the Company received written notice from the NYSE that the company does not presently satisfy the NYSE's continued listing standards set forth in Section 802.01B of the NYSE Listed Company Manual, which prohibits the company's average global market capitalization over a consecutive 30 trading-day period from being less than $50M at the same time its stockholders' equity is less than $50M and Section 802.01C of the manual, which requires the average closing price of the company's common shares to be at least $1.00 per share over a consecutive 30 trading-day period.
|Over a quarter ago|
Medley Management rises 30.7% » 12:0007/2907/29/19
Medley Management is up…
Medley Management is up 30.7%, or 73c to $3.11.
Medley Management rises 30.7% » 10:0007/2907/29/19
Medley Management is up…
Medley Management is up 30.7%, or 73c to $3.11.
Sierra, Medley Capital and Medley Management amend merger agreements » 07:3607/2907/29/19
Sierra Income, Medley…
Sierra Income, Medley Capital (MCC), and Medley Management (MDLY) announced that they have entered into definitive amended agreements under which MCC will merge with and into Sierra and Sierra will simultaneously acquire MDLY and its existing asset management business, which will operate as a wholly owned subsidiary of the company. Following the closing of the transactions, in which Sierra will be the surviving entity, the Company will be operated as an internally managed business development company. Based upon the recommendation of each of their respective special committees of independent directors, the Boards of Directors of Sierra, MCC and MDLY unanimously approved the transactions. The Combined company will have approximately $4.7B of assets under management, including $1.8B of internally managed assets; Upon closing, the combined company will have enhanced scale and is expected to be the third largest internally managed BDC and the 13th largest publicly traded BDC by assets; The transaction is expected to be accretive to net investment income per share for both Sierra and MCC; and The transaction is expected to increase share trading liquidity for stockholders of Sierra, MCC and MDLY. Upon closing, the combined company will be led by MDLY's senior leadership team and the investment management team will remain in place. The combined company Board will initially consist of four independent directors and one interested director. The four independent directors will consist of the three current independent directors of Sierra and one independent director from MCC to be chosen prior to closing by Sierra's special committee. MCC stockholders will receive 0.66x to 0.68x shares of Sierra Common Stock for each share of MCC Common Stock; the actual exchange ratio will be determined prior to closing and will be subject to adjustment for certain potential costs associated with the transactions. In addition, upon closing, the eligible class members will participate pro rata in a settlement fund consisting of $17 million of cash and $30 million of Sierra common stock. MDLY Class A stockholders, other than Medley LLC Unitholders, will receive 0.2668 shares of Sierra Common Stock for each Medley Class A share and $2.96 per share of cash consideration. Medley LLC Unitholders have agreed to convert their units into MDLY Class A Common Stock immediately prior to closing, and will receive 0.2072 shares of Sierra Common Stock for each MDLY Class A share and $2.66 per share of cash consideration. As part of the transaction, Medley LLC Unitholders have agreed to forgo all payments that would be due to them under the existing Tax Receivable Agreement with Medley for the benefit of the Combined Company. Additionally, Medley LLC Unitholders will roll over 100% of their after-tax equity value into the Combined Company, which will be subject to a 12-month lock-up period, further aligning management's interests with stockholders. At close, current Sierra stockholders will continue to own shares of Sierra Common Stock. As a condition to closing the transactions, Sierra's common stock will be listed to trade on the New York Stock Exchange and the Tel Aviv Stock Exchange.5 There are no expected changes to the current distribution policies of the respective entities prior to the closing of the transactions. It is anticipated that the Combined Company will continue with Sierra's current distribution policy after the close of the transactions. The mergers are subject to approval by Sierra, MCC and MDLY stockholders, regulatory approval, other customary closing conditions and third party consents. The Sierra-MCC merger requires court approval of the stipulation of settlement. The transactions are expected to close in the fourth quarter. The Sierra-MCC merger agreement provides for a 60-day "go-shop" period, during which MCC's special committee and advisors may actively solicit alternative proposals and enter into negotiations with other parties. During this period, MCC will have the right to terminate the merger agreement to enter into a superior proposal. There can be no assurance this 60-day "go-shop" period will result in a superior proposal.
Sierra, MCC and MDLY amend merger agreements 07:3107/2907/29/19