NEW YORK--(BUSINESS WIRE)--Sierra Income Corporation (“Sierra” or the “Company”) today announced that effective as of May 1, 2020 its Board of Directors has terminated its previously announced mergers with Medley Capital Corporation (“MCC”) and Medley Management Inc. (“MDLY”) as the Outside Date (as defined below) has passed and neither of the mergers were consummated.
As previously disclosed, effective as of July 29, 2019, (i) Sierra and MCC entered into an Amended and Restated Agreement and Plan of Merger (the “Amended MCC Merger Agreement”) pursuant to which MCC would be merged with and into the Company (the “MCC Merger”) and (ii) the Company, MDLY, and Sierra Management, Inc., a wholly owned subsidiary of the Company (“Merger Sub”) entered into an Amended and Restated Agreement and Plan of Merger (the “Amended MDLY Merger Agreement”) pursuant to which MDLY would be merged with and into Merger Sub (the “MDLY Merger”). Section 9.1(c) of the Amended MCC Merger Agreement and Section 9.1(c) of the Amended MDLY Merger Agreement each permits the Company and either MCC or MDLY, as applicable, to terminate the respective agreement if the MCC Merger or the MDLY Merger, as applicable, has not been consummated on or before March 31, 2020 (the “Outside Date”).
In determining to terminate the Amended MCC Merger Agreement and the Amended MDLY Merger Agreement, the Company considered a number of factors, including, among other factors, changes in the relative valuations of the Company, MCC, and MDLY, the changed circumstances and the unpredictable economic conditions resulting from the global health crisis caused by the coronavirus (COVID-19) pandemic, and the uncertainty regarding the parties’ ability to satisfy the conditions to closing in a timely manner.
About Sierra Income Corporation
Sierra is a non-traded business development company 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 SIC Advisors LLC
SIC Advisors LLC is an affiliate of Medley Management Inc. (NYSE: MDLY, “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 $4.1 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 18 years, we have provided capital to over 400 companies across 35 industries in North America1. For additional information, please visit Medley Management Inc. at www.mdly.com.
Medley LLC, the operating company of Medley Management Inc., has outstanding bonds which trade on the New York Stock Exchange 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).
This press release contains forward-looking statements within the meaning of the federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will" and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These forward-looking statements are made based on various underlying assumptions and are subject to numerous uncertainties and risks, including, without limitation: Sierra's continued effectiveness in investing and managing capital; adverse changes in the economy generally or in the industries in which Sierra's portfolio companies operate; uncertainties associated with the impact from the COVID-19 pandemic, including its impact on the global and U.S. capital markets, the global and U.S. economy, the operational and financial performance of our portfolio companies, and liquidity; and such other factors described under the caption “Risk Factors” included in Sierra's filings with the Securities and Exchange Commission (www.sec.gov). Although Sierra believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Sierra undertakes no obligation to update any forward-looking statement contained herein to conform the statement to actual results or changes in Sierra’s expectations.
This is not an offer or a solicitation of an offer to buy any securities of Sierra Income Corporation. Such an offer can be made only by means of a prospectus. A copy of the prospectus can be obtained by visiting www.sierraincomecorp.com. This is a speculative security and as such, involves a high degree of risk.
1 Medley Management Inc. is the parent company of Medley LLC and several registered investment advisers (collectively, “Medley”). Assets under management refers to assets of our 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 December 31, 2019.