NEW YORK, Oct. 22, 2020 /PRNewswire/ -- Medley Management
Inc. (NYSE: MDLY) ("MDLY" or the "Company") announced today that,
following the authorization granted by the stockholders at the
Company's 2020 Annual Meeting of Stockholders held on October 22, 2020 (the "Annual Meeting"), the
Company's board of directors (the "Board") today determined that it
is in the best interests of the Company and its stockholders to
effect a reverse stock split of its Class A common stock, par value
$0.01 per share (the "Class A Common
Stock"), at a ratio of 1-for-10 (the "Reverse Stock Split").
Accordingly, on October 22, 2020, the
Company filed a Certificate of Amendment (the "Certificate of
Amendment") to the Company's Amended and Restated Certificate of
Incorporation with the Secretary of State of the State of Delaware to effect the Reverse Stock
Split, which will be effective at 5:00 p.m.,
Eastern Time, on Friday, October 30,
2020 (the "Effective Time").
Pursuant to the Certificate of Amendment, effective as of
5:00 p.m., Eastern Time, on
Friday, October 30, 2020 (the
"Effective Time"), each ten (10) shares of Class A Common Stock
issued and outstanding, immediately prior to the Effective Time,
will automatically and without any action on the part of the
respective holders thereof, be combined and converted into one (1)
share of Class A Common Stock. A reverse stock split of the
Class B Common Stock will be implemented simultaneously at the same
ratio. No fractional shares will be issued as a result of the
Reverse Stock Split. Instead, any stockholder who would have
been entitled to receive a fractional share of Class A Common Stock
as a result of the Reverse Stock Split will receive cash payments
in lieu of such fractional shares (without interest and subject to
backup withholding and applicable withholding taxes).
The Class A Common Stock will begin trading on a split-adjusted
basis on the New York Stock Exchange (the "NYSE") at the market
open on Monday, November 2,
2020. The Class A Common Stock will have a new CUSIP number,
58503T205, although the trading symbol for the Class A Common Stock
will remain "MDLY".
As previously disclosed, the Reverse Stock Split is intended to
bring the Company into compliance with the $1.00 minimum average closing share price
requirement (the "Minimum Share Price Requirement") for continued
listing on the NYSE. The Company will regain compliance with the
Minimum Share Price Requirement if the price per share of Common
Stock promptly exceeds $1.00 per
share and remains above that level for at least the following 30
In connection with the Reverse Stock Split, the Company filed
another Certificate of Amendment which implements the Authorized
Share Reduction simultaneously with the Reverse Stock Split.
Also approved by the Company's stockholders at the Annual Meeting,
the Authorized Share Reduction implements a reduction in the number
of authorized shares of all classes of the Company's capital stock,
including a reducing the number of authorized shares of Class A
Common Stock from 3,000,000,000 shares to 5,000,000 shares.
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
$3.6 billion of assets under
management in two business development companies, Medley Capital
Corporation (NYSE:MCC) and Sierra Income Corporation, and several
private investment vehicles. Over the past 18 years, Medley has
provided capital to over 400 companies across 35 industries in
Medley LLC, the operating company of Medley Management Inc., has
outstanding bonds which trade on the NYSE under the symbols
(NYSE:MDLX) and (NYSE:MDLQ). Medley Capital Corporation is listed
on the New York Stock Exchange (NYSE: MCC) and has outstanding
bonds which trade on the New York Stock Exchange under the symbols
(NYSE: MCV) and (NYSE: MCX).
This press release contains "forward-looking" statements,
including statements regarding the impact of the Reverse Stock
Split and the ability of the Company to regain compliance with the
NYSE continued listing standards. Such forward-looking statements
reflect current views with respect to future events and financial
performance. 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 statements for purposes of
the U.S. federal securities laws or otherwise. Because
forward-looking statements, such as the ability of the Company to
regain compliance with the NYSE continued listing standards,
include risks and uncertainties, actual results may differ
materially from those expressed or implied. Important factors that
could cause actual results to differ materially from the
expectations reflected in the forward-looking statements include,
but are not limited to: those discussed in the Company's filings
with the Securities and Exchange Commission; potential
volatility in the price of the Class A Common Stock following the
Reverse Stock Split, the Company's ability to comply with the
continued listing criteria of the NYSE; and uncertainties
associated with the impact from the ongoing COVID-19 pandemic.
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 "Risk Factors"
and other sections of the Company's most recent Annual Report on
Form 10-K and most recent Quarterly Reports on Form 10-Q. The
forward-looking statements in this press release represent the
Company's views as of the date of hereof. The Company anticipates
that subsequent events and developments will cause its views to
change. However, while the Company may elect to update these
forward-looking statements at some point in the future, the Company
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 the Company's
views as of any date subsequent to the date of this material.
Medley Management Inc.'s filings with the Securities and
Exchange Commission, press releases, earnings releases and other
financial information are available at www.mdly.com.
Head of Capital Markets & Risk Management
Medley Management Inc.
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co. LP
1 Medley Management Inc. is the parent company
of Medley LLC and several registered investment advisors
(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
June 30, 2020.
SOURCE Medley Management Inc.