Medley Capital Corporation Commences Go Shop Process in Accordance with Amended Merger Agreement
Houlihan Lokey is Retained
NEW YORK, July 29, 2019 (GLOBE NEWSWIRE) -- The Special Committee (the “Special Committee”) of the Board of Directors of Medley Capital Corporation (NYSE: MCC, “MCC”) (TASE: MCC) is pleased to announce the commencement of the 60 day “go shop” period provided for in Section 7.10 of the amended merger agreement, dated as of July 29, 2019, between MCC and Sierra Income Corporation (the “Amended Merger Agreement”). The 60 day period expires on September 29, 2019. The Special Committee has retained Houlihan Lokey to assist it in soliciting, evaluating and potentially entering into negotiations with parties that offer competing proposals as defined in the Amended Merger Agreement. There can be no assurance that this process will result in a superior proposal as defined in the Amended Merger Agreement.
ABOUT MEDLEY CAPITAL CORPORATION
Medley Capital Corporation is a closed-end, externally managed business development company ("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 .
Forward-Looking Statements
This communication contains “forward-looking” statements, including statements regarding the proposed transactions contemplated by the Amended Merger Agreement, including the “go shop” process. Such forward-looking statements reflect current views with respect to future events and financial performance, and MCC 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 potential participation of third parties and the possibility that MCC may receive competing proposals, include risks and uncertainties, actual results may differ materially from those expressed or implied and include, but are not limited to, those discussed in MCC’s filings with the Securities and Exchange Commission (the “SEC”), and (i) the satisfaction or waiver of closing conditions relating to the proposed transactions described herein, including, but not limited to, potential required approvals of the SEC (including potential exemptive relief to consummate any proposed transaction) and any applicable waiting period (and any extension thereof) applicable to any proposed transaction 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 any proposed transaction, 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 MCC include, but are not limited to, (a) the costs and expenses that MCC has, and may incur, in connection with the proposed transactions (whether or not they are consummated); (b) the impact that any litigation relating to the proposed transactions may have on MCC; and (c) negative effects of entering into any proposed transaction on the trading volume and market price of the MCC’s common stock. There can be no assurance of the level of any distributions to be paid, if any, following consummation of any proposed transaction.
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in the Joint Proxy Statement/Prospectus (as defined below) relating to the proposed transactions and in the “Risk Factors” sections of MCC’s most recent Annual Report on Form 10-K and most recent Quarterly Report on Form 10-Q. The forward- looking statements in this press release represent MCC’s views as of the date of hereof. MCC anticipates that subsequent events and developments will cause its views to change. However, while MCC may elect to update these forward-looking statements at some point in the future, MCC does not have any 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 MCC’s views as of any date subsequent to the date of this material.
Media Contact:
Michael McMahon
Houlihan Lokey
212-497-7820
