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): July 24, 2019
Medley Capital Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-35040 | 27-4576073 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
280 Park Avenue, 6th Floor
East
New York, NY 10017
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (212) 759-0777
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.001 per share | MCC | The New York Stock Exchange | ||
| 6.500% Notes due 2021 | MCX | The New York Stock Exchange | ||
| 6.125% Notes due 2023 | MCV | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ¨
| Item 7.01 | Regulation FD Disclosure. |
On July 24, 2019, Medley Capital Corporation issued an announcement on the Tel Aviv Stock Exchange, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Announcement, dated July 24, 2019 |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 24, 2019 | MEDLEY CAPITAL CORPORATION | |
| By: | /s/ Richard T. Allorto, Jr. | |
| Name: | Richard T. Allorto, Jr. | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
July 24, 2019
| To | To |
| Israel Securities Authority | Tel Aviv Stock Exchange |
| www.isa.gov.il | www.tase.co.il |
Sir, Madame,
Re: Approval of Amendment Agreement to Deed of Trust
Medley Capital Corporation (the “Company”) is pleased to announce that the amendment agreement dated July 24, 2019 to the deed of trust dated January 23, 2018 between the Company and Mishmeret Trust Company Ltd. (the “Trustee”) with respect to the Series A notes of the Company (the “Notes”, and the holders of the Notes, the “Noteholders”), attached to the Company’s immediate reports filed with the ISA on July 4, 2019, July 9, 2019 and July 16, 2019 (reference numbers: 2019-02-057315, 2019-02-059151 and 2019-02-061170, respectively) (the “Amendment”), has been approved pursuant to applicable law. On July 16, 2019, the Amendment was approved at a meeting of note holders by 100% of the participating holders, and on July 24, 2019, following the implementation of non-substantive revisions required by the Tel Aviv Stock Exchange, it was approved by the Tel Aviv Stock Exchange. Approval pursuant to Section 350 of the Israeli Companies Law was not pursued. Filed herewith is the final version of the Amendment, marked to show the revisions made since the initial version filed on July 4, 2019.
In light of the above and pursuant to the Amendment, all the conditions precedent for the Amendment’s effectiveness have been satisfied and the Trustee has set August 12, 2019 as the Effective Date, as such term is defined in the Amendment.
Accordingly, the Initial Principal Payment and the Initial Interest Payment (as both such terms are defined in the Amendment) shall be payable on August 12, 2019, and the record date for both payments shall be July 31, 2019 (i.e., both payments shall be paid to Noteholders who shall hold Notes on July 31, 2019).
The interest payable on the Initial Interest Payment shall be at the rate of 2.7638% (i.e., for the period commencing on February 27, 2019 and ending on the day immediately preceding the Effective Date, viz., August 11, 2019) and the interest payable on September 30, 2019 (the Second Interest Payment, as such term is defined in the Amendment, i.e., for the period commencing on the Effective Date and ending on September 29, 2019) shall be at the rate of 0.8793% (assuming that no other events affecting the interest rate shall occur).
Pursuant to the Amendment, the annual interest rate of the Notes will decrease by 0.25% on the Effective Date. Accordingly, commencing on the Effective Date, the updated annual interest rate of the Notes will be 6.55% and the quarterly interest rate (computed by dividing the annual interest rate by four) will be 1.6375%.
The final Amortization Schedule is attached hereto as Annex A to the Amendment.
| Respectfully Yours, | |
| Medley Capital Corporation |
Annex A
Amortization Schedule
| Payment (percentage of the original Principal of the Notes, after giving effect to the reduction of Principal due to the repurchase of any Notes by the Company) | Interest rate for applicable period* | Date of payment | Record date | |||
| 12.5% | 2.7638% | 12/08/2019 | 31/07/2019 | |||
| 12.5% | 0.8793% | 30/09/2019 | 18/09/2019 | |||
| 12.5% | 1.6375% | 31/12/2019 | 19/12/2019 | |||
| 12.5% | 1.6375% | 31/03/2020 | 19/03/2020 | |||
| 12.5% | 1.6375% | 30/06/2020 | 18/06/2020 | |||
| 12.5% | 1.6375% | 30/09/2020 | 18/09/2020 | |||
| 12.5% | 1.6375% | 31/12/2020 | 19/12/2020 | |||
| 12.5% | 0.5742% | 31/01/2021 | 31/01/2021 | |||
| 100% | Total |
| * | Assuming the occurrence of no further events affecting the interest rate. |