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Item 9.01
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Financial Statements and
Exhibits.
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Forward-Looking Statements
This communication contains “forward-looking”
statements, including statements regarding the proposed transactions contemplated by the Amended MCC Merger Agreement. 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 possibility that MCC may receive competing proposals and the date that the parties expect the proposed transactions to be
completed, 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, the requisite approvals of the stockholders of each of MCC, Sierra Income Corporation (“Sierra”), and
Medley Management Inc. (“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 (including necessary exemptive relief to consummate the merger transactions), approval by the Court of Chancery
of the State of Delaware of the Settlement Agreement, the necessary consents of certain third-party advisory clients of MDLY, and
any applicable waiting period (and any extension thereof) applicable to 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 MCC
include, but are not limited to, (i) the costs and expenses that MCC has, 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 MCC; (iii)
that projections with respect to distributions may prove to be incorrect; (iv) Sierra’s ability to invest its 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 common stock. There can be no assurance of the level of any distributions
to be paid, if any, following consummation of the proposed transactions.
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 communication 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.
Additional Information and Where to Find It
In connection with the proposed transactions,
Sierra intends to file with the SEC and mail to its stockholders an amendment to the Registration Statement on Form N-14 that will
include a proxy statement and that also will constitute a prospectus of Sierra, and MCC and MDLY intend to file with the SEC and
mail to their respective stockholders an amendment to the proxy statement on Schedule 14A (the “Joint Proxy Statement/Prospectus”
and, as amended, the “Amended Joint Proxy Statement/Prospectus). INVESTORS AND STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS, AS WELL AS THE AMENDED JOINT PROXY STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE, OR ANY 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 stockholders 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 website (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 stockholders may also obtain free copies of the Joint Proxy Statement/Prospectus, the Amended Joint Proxy Statement/Prospectus
(when available), and other documents filed with the SEC from MCC by using the contact information provided above.
Participants in the Solicitation
MCC and its directors, executive officers,
other members of its management and certain employees of Medley LLC may be deemed to be participants in the anticipated solicitation
of proxies in connection with the proposed transactions. Information regarding MCC’s directors and executive officers is
available in its Annual Report on Form 10-K filed with the SEC on December 16, 2019 (the “MCC 2019 Form 10-K”). To
the extent holdings of securities by such directors or executive officers have changed since the amounts disclosed in the MCC 2019
Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed by such directors or
executive officers, as the case may be, with the SEC. More detailed information regarding the identity of potential participants,
and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Amended Joint Proxy Statement/Prospectus
when such documents become available and in other relevant materials to be filed with the SEC. These documents may be obtained
free of charge from the sources indicated above.
No Offer or Solicitation
The information in this press release 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.