Current Report Filing (8-k)
May 05 2020 - 6:08AM
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): May 5, 2020 (May 1, 2020)
MEDLEY
CAPITAL CORPORATION
(Exact
name of registrant as specified in its charter)
Delaware
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1-35040
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27-4576073
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
file number)
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(I.R.S.
employer
identification no.)
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280
Park Avenue 6th Floor East
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10017
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(Address
of principal executive offices)
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(Zip
code)
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Registrant’s
telephone number, including area code: (212) 759-0777
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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of exchange on which registered
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Common
Stock, par value $0.001 per share
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MCC
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New
York Stock Exchange (NYSE)
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6.500%
Notes due 2021
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MCX
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New
York Stock Exchange (NYSE)
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6.125%
Notes due 2023
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MCV
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New
York Stock Exchange (NYSE)
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Item
1.02
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Termination
of a Material Definitive Agreement.
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On
May 1, 2020, Medley Capital Corporation (the “Company”) received a notice of termination from Sierra Income Corporation
(“Sierra”) of its agreement to merge with the Company pursuant to the Amended and Restated Agreement and Plan of Merger,
dated as of July 29, 2019, between the Company and Sierra (the “Amended Merger Agreement”).
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 (COVID-19) pandemic, and the uncertainty regarding the parties’
ability to satisfy the conditions to closing the merger in a timely manner.
On
May 5, 2020, the Company issued a press release announcing Sierra’s termination of the Amended Merger Agreement, a copy
of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Medley Capital Corporation has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
May 5, 2020
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MEDLEY CAPITAL CORPORATION
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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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2
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