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curious now that we know the SEC has formally submitted a claim 'if' there is anywhere public where we could see it's contents?
thanks!
Agreed db7. The hurdle now is time..lots of time.
https://www.kccllc.net/medley/document/2110526220321000000000003
"
ORDER EXTENDING THE CLAIMS
OBJECTION DEADLINE TO OCTOBER 17, 2022
Upon consideration of the motion (the “Motion”)2
of the Liquidating Trustee for
an order extending the Claims Objection Deadline by approximately 180 days, from April 18,
2022 through and including October 17, 2022; and this Court having jurisdiction to consider the
Motion and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and venue being
proper before this Court; consideration of the Motion and the relief requested being a core
proceeding pursuant to 28 U.S.C. § 157(b); due and proper notice of the Motion having been
provided, and it appearing that no other or further notice need be provided; this Court having
found and determined that the relief sought in the Motion is in the best interests of the
Liquidating Trust, its beneficiaries, and all parties in interest, and that the legal and factual bases
set forth in the Motion establish just cause for the relief granted herein; and after due deliberation
and sufficient cause appearing therefor, it is hereby ORDERED that:
1. The Motion is GRANTED, as set forth herein.
"
hopefully other causes of action pan out and then not all for nothing(?) we'll see-
3/18 scheduled to get our SIC Mgmt fees per court doc 371; anxious to see what those numbers end up looking like
Hopefully at some point on/after then we'll get an update from the Liquidating Trustee-
BARINGS BDC, INC. COMPLETES MERGER WITH SIERRA INCOME CORPORATION
NEWS PROVIDED BY
Barings BDC, Inc.
Feb 25, 2022, 16:15 ET
CHARLOTTE, N.C., Feb. 25, 2022 /PRNewswire/ -- Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC") announced today the closing of the previously announced merger with Sierra Income Corporation ("Sierra"). The combined company, which will remain externally managed by Barings LLC, is expected to have more than $2.7 billion of assets under management on a pro forma basis.
As a result of the merger, Sierra shareholders will receive the following in exchange for each share of Sierra common stock held at the effective time of the merger: (i) 0.44973 of a share of Barings BDC common stock, and (ii) approximately $0.9783641 of cash as transaction support provided by Barings LLC. Barings BDC will issue approximately 45,996,985 shares of Barings BDC common stock to Sierra shareholders in connection with the merger, resulting in former Sierra stockholders and current Barings BDC stockholders owning 41.3% and 58.7% of the combined company, respectively, at closing.
[....]
Source:
https://www.prnewswire.com/news-releases/barings-bdc-inc-completes-merger-with-sierra-income-corporation-301490878.html
* I think the reason this bk was on such a fastrack the minute the filing hit the ground was that the OUCC knew it had a big time challenge ahead of itself to not allow this to go to a ch 7 fire sale (which is what the SEC was pushing for)..come up with a confirmable plan..convince the court to allow for a ch 11 liquidation..get it voted on.. confirmed ..and then have a shot at averting this Baring merger with SIC and work a deal of their own. If true it was a heroic effort but may have all been for not..?? We'll see eh.
Lowenstein Sandler $685,000 Fee Deal in Medley Bankruptcy Denied
Feds Oppose Lowenstein Attorney Fee Claims in Medley Bankruptcy
https://news.bloomberglaw.com/bankruptcy-law/feds-oppose-lowenstein-attorney-fee-claims-in-medley-bankruptcy
Court Doc #0511
NOTICE OF SERVICE OF THE MEDLEY LLC LIQUIDATING TRUST’S REQUEST FOR DOCUMENTS AND INFORMATION DIRECTED TO BROOK TAUBE, SETH TAUBE, JEFF TONKEL, RICHARD ALLORTO, SAM ANDERSON, AND JOHN FREDERICKS PLEASE TAKE NOTICE that on November 24, 2021, the Medley LLC Liquidating Trust in the above-captioned case caused a copy of The Medley LLC Liquidating Trust’s Request for Documents and Information Directed to Brook Taube, Seth Taube, Jeff Tonkel, Richard Allorto, Sam Anderson, and John Fredericks to be served on the parties listed on the attached service list in the manner indicated.
[....]
Source:
https://www.kccllc.net/medley/document/list/5510
*the probe for answers as to where over $125MM dollars went..to whom..why..and how begins.
As EI said ok to ignore.
The Notes (and by extension each Noteholder) is represented by an Indenture Trustee who is legally responsible to manage the affairs and interests of the Note as a whole. The Trustee for the Notes is U.S. Bank National Association, Trustee, Registrar and Paying Agent for Medley
LLC Unsecured Debt Securities Steven Gomes.
One of his primary duties is the filing of claims. This is why you did not have to file a claim yourself with the court to be recognized as an interested party.
The Indenture Trustee has already officially filed a claim for "the shareholder of record", which unless you made other arrangements, is your Broker. Your broker in turn recognizes you as the "beneficial owner" of the Note(s) and is responsible to forward any pertinent info, proxy(s) or actions required on your behalf to you such as when a matter requires your vote. This arrangement is what is meant when you hear your securities are held "in street name".
The Court doesn't need to know who each individual holder is. This service list is a list of the representing lawyers and Gov't agencies who want to be notified of any court actions in the case. You could request that the court put you on the service list but as you're already aware the dockets been made available to the public for free by Kurtz Carlson LLC. I'm glad it is because in some bk cases the only way to get court docs is via PACER and they charge money for each page of info. Its typically 8 cents a page but when you see how large some of these docs are your PACER bill can get hefty "
Ignore.
Link to 2002 Service List:
http://www.kccllc.net/medley/document/2110526211022000000000002
forgive my ignorance; but is this an action item for notes holders or ok to ignore?
"
PLEASE TAKE FURTHER NOTICE that, pursuant to Article XV.H. of the Plan, with
the exception of the Debtor, the U.S. Trustee, and Medley Capital, any Person desiring to remain
on the Debtor’s Bankruptcy Rule 2002 service list shall be required to file a request for continued
service and to serve such request upon counsel to the Liquidating Trustee within thirty (30) days
subsequent to service of this notice, which is November 27, 2021. Persons who do not file a
request for continued service by November 27, 2021, shall be removed from the Debtor’s
Bankruptcy Rule 2002 service list.
"
D & O insurance and "causes of action" come into play as far as any material recovery for the estate is concerned if 1) any "wrongdoing" is first established and 2) then found to be a civil matter.. and not a criminal matter.
I don't think anybody would dispute things at the BoD level were "fishy". The question is how fishy?!..and by who?
Effective Date was 10/18/21.
think we're going to like this 'Carr'; https://www.kccllc.net/medley/document/2110526211019000000000002
It's Official! We have a signature CONFIRMATION!
The Bankruptcy Judge Karen B. Owens has signed off.
Court Doc #0445
AMENDED FINDINGS OF FACT, CONCLUSIONS OF LAW, AND ORDER (I) APPROVING THE ADEQUACY OF DISCLOSURES ON A FINAL BASIS AND (II) CONFIRMING THE MODIFIED THIRD AMENDED COMBINED DISCLOSURE STATEMENT AND CHAPTER 11 PLAN OF MEDLEY LLC
Source:
https://www.kccllc.net/medley/document/list/5510
*If you follow bankruptcies much this certainly has been a very different one. It may take several more months for the Liquidating Trust Trustee (LTT) to unwind what needs unwinding ..but unless there remains a technicality I'm forgetting that process can begin. I'm certain the LTT has already identified where to begin digging.
**Regarding the SEC (and what falls out of that bureaucratic hot mess that could materially effect the estate down the road) is anybodies guess.
.
Court Doc #0434
[....]
[go to pages 18 & 19]
QQ. Best Interest of Creditors (11 U.S.C. § 1129(a)(7)).
As demonstrated by the Rosen Declaration, the Liquidation Analysis attached to the Plan Supplement as Exhibit B, the Combined Disclosure Statement and Plan, the evidence proffered or adduced at the Confirmation Hearing,
and the facts and circumstances of this Chapter 11 Case, with respect to each impaired class of Claims against or Interests in the Debtor, each holder of a Claim or Interest in such Class has accepted the Combined Disclosure Statement and Plan or will receive or retain pursuant to the Combined Disclosure Statement and Plan on account of such Claim or Interest property of a value, as of the Effective Date, that is not less than the amount that such holder would so receive or retain if the Debtor were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date. Accordingly, the Combined Disclosure Statement and Plan satisfies section 1129(a)(7) of the Bankruptcy Code.
Source:
https://www.kccllc.net/medley/document/list/5510
*this particular Doc also gives a very good timeline of events to date.
**once this plan gets the Judges signature the Liquidating Trust Trustee goes into action. I think we can expect his work to produce "causes of action" to add to the estate. How much $$ and when is impossible to say but that will be his mission. .
MDLQQ currently @ $.15
MDLXQ currently @ $.15
agreed; huge thank you to the OCUC on a job well done-
Court Doc #0426
3. The Plan Proponents received only two objections to the Third Amended Plan prior to the Objection Deadline: (i) the Office of the United States Trustee (the “UST”) and (ii) the United States Securities and Exchange Commission (the “SEC”).
4. On October 5 and 6, 2021, the Court heard evidence and oral argument with respect to the Third Amended Plan and the objections thereto, and on October 7, 2021, the Court issued its ruling, which approved the disclosure statement on a final basis and confirmed the Third Amended Plan, subject to certain modifications.
5. The Plan Proponents, consistent with the Court’s ruling, have modified the Third Amended Plan, which is being filed contemporaneously herewith (the “Modified Plan”), and a
blackline reflecting the changes from the Third Amended Plan. Further, the Plan Proponents modified the proposed confirmation order (the “Confirmation Order”). These modifications were intended to address the issues raised by the Court in its ruling at the October 7, 2021 hearing.
6. The Plan Proponents circulated the Modified Plan and the Confirmation Order and blacklines of each to the UST and the SEC. The UST had no opposition to the Modified Plan or
the Proposed Order. The SEC provided the Plan Proponent with certain comments, substantially all of which have been incorporated into the Modified Plan and/or the Proposed Order, the one exception being a requested waiver of the Debtor’s reservation of rights with respect to, among
other things, privilege and confidentiality.
Court Doc #0426-1
FINDINGS OF FACT,CONCLUSIONS OF LAW, AND ORDER (I) APPROVING THE ADEQUACY OF DISCLOSURES ON A FINAL BASIS AND (II) CONFIRMING THE MODIFIED THIRD AMENDED COMBINED DISCLOSURE STATEMENT AND CHAPTER 11 PLAN OF MEDLEY LLC
Source:
https://www.kccllc.net/medley/document/list/5510
*this had to take quite an effort to put together the Plan and then overcome the objections and get this case to this point in such a short time.
The SEC may be "obligated" to object. That's just a guess. I don't know why they do what they do..nobody does..maybe not even them! Funny but true.. "
You're dealing with a Gov't entity that first of all is made up of players with absolutely no skin in the game. Naturally these people really don't care how this goes. Objections (no matter who makes them) costs the estate time and money. They end up destroying more assets than they recover every time tbey do that..but thats how they play this game.
The SEC has a 'one size fits all' game plan.. and thats how the roll.. but I don't think that plan is just unique to this Medley case..which gives me hope.
of course i trust in the ocuc; just wondering what/why the sec is taking the tact it is....
should be a good case to learn from for me
"causes of action" is a very broad term. The SEC has a one track mind in any case its involved with that being the ch 7 "nuclear option"..but that doesn't mean that the court has to agree.
We have to think that theres more to "recover" by going the route the plan originators have gone. They must see something worth going after..if they didn't everybody would have just thrown their cards in and called for a ch 7 bonfire. But they didn't do that.
Somebody either has to convince the SEC the ch 11 POL is the best chance of recovery or tell them to go pound sand and make them understand. I'm guessing that somebody is the judge.
fingers crossed lol
We've been saying it since day 1 of this bk case that the SEC is the great unknown here.
Todays court battle is perhaps the most important day of all.
391, Adam Rosen of B. Riley paints a very different outcome vs the sec document; along the lines of the proposed plan..etc..
SEC 388 interesting read; 'they' are basically stating ch7 now would yield the same results if i'm reading it correctly(?) What I don't see covered is in the event of ch7 would Note holders ever see any "causes of action" monies-
'that' is where my main interest lies.......
Court Doc #0382
[Sealed] Objection to Confirmation of Plan of the US Securities and Exchange Commission (Filed by US Securities and Exchange Commission) (No Image Available)
Source:
https://www.kccllc.net/medley/document/list/5510
Court Doc #0381
UNITED STATES TRUSTEE’S OBJECTION TO CONFIRMATION OF THE THIRD AMENDED COMBINED DISCLOSURE STATEMENT AND PLAN OF MEDLEY LLC (D.I. 324)
Source;
https://www.kccllc.net/medley/document/list/5510
Marker:
Medley Management In (MDLM)
0.05 down -0.2 (-80.00%)
Volume: 1,865
MDLQQ Currently @ $0.31
MDLXQ Currently @ $0.31
Court Doc #0371-2 Exhibit B pages 56 ~ 59 give a breakdown of the estimated ch 7 liquidation vs ch 11 recovery numbers.
Source;
https://www.kccllc.net/medley/document/list/5510
* Nothing new or unexpected was in this Doc re: recovery but this was the first visual indication of anticipated post BK Liquidating Trust activity. This situation with all things "Medley" doesn't end when the BK proceedings end. That tells us this really ends when the Liquidating Trust has completed its mission..and that may be a while.
.
Hey db7. Ya hard to connect the dots when you're not sure what dots can be connected. I get it.
We know the plan is, and has always been, a Plan of Liquidation (POL) under the ch11 tent as opposed to any form of a Plan of Reorganization (POR).
The bk needs to move along..get voted on approved and be done..the sooner the better. And I think that's when the plan proponents, along with the Liquidation Trustee's, job really begins.
The SEC remains to be a wild card in all of this.
“ The most significant of the Remaining Company Contracts are the Sierra IAA and the Administration Agreement between Sierra and Medley Capital. On May 27, 2021, Sierra publicly announced that it was exploring its strategic alternatives with respect to the Sierra IAA. Based on that announcement, the Debtor, Medley Capital and Sierra anticipate that the Sierra IAA will be transitioned to a new manager and terminate at the end of 2021 or early 2022. Under the Sierra IAA, the Sierra board of directors could terminate on 60 days’ notice or on an expedited timeline,
-3-
Case 21-10526-KBO Doc 324 Filed 08/13/21 Page 13 of 99
if Medley Capital and SIC Advisors were unable to continue to continue to perform under the Sierra IAA. In either case, loss of the Sierra IAA would result in a material loss of net proceeds to be distributed to the Debtor and a reduction in recoveries to Allowed Claims.
Notwithstanding Sierra’s ability to terminate the Sierra IAA early, Sierra has determined to have Medley Capital and SIC Advisors continue to provide advisory and administrative services until Sierra is able to transition to a new manager, which is likely to occur sometime between December 31, 2021 and March 31, 2022.
“
Will be interesting to see if this alters the plan intent in any way; deal closing in q1 2022 and the plan assumed Sierra continuing to use medley services until about that same time(?).
Sierra Income Corporation To Merge With Barings BDC, Inc. And Combined Company To Be Managed By Barings LLC (9/21/21)
Sierra Income Corporation To Merge With Barings BDC, Inc. And Combined Company To Be Managed By Barings LLC (9/21/21)
Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC
CHARLOTTE, N.C. and NEW YORK, Sept. 21, 2021 /PRNewswire/ -- Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC") and Sierra Income Corporation ("Sierra") announced today that they have entered into a definitive merger agreement under which Sierra will merge with and into Barings BDC (the "Transaction"). The combined company, which will remain externally managed by Barings LLC, is expected to have approximately $2.2 billion of investments on a pro forma basis. The boards of directors of both companies, the Sierra Special Committee, which is comprised of all of the independent directors of Sierra, and the independent directors of Barings BDC have unanimously approved the Transaction, which is currently expected to close in the first quarter of 2022.
Under the terms of the merger agreement, Sierra stockholders will receive aggregate consideration in the form of cash and stock consideration valued at approximately $623.7 million based on Barings BDC's June 30, 2021 net asset value ("NAV") of $11.39 per share and representing total book value consideration of $6.10 per fully diluted Sierra share. On a market value basis, based on the closing price of Barings BDC common stock on September 20, 2021, the Transaction represents total consideration for Sierra stockholders of approximately $588.6 million or approximately $5.76 per Sierra share, representing a premium of 6.1% to Sierra's NAV as of June 30, 2021.
Sierra's stockholders will receive 0.44973 shares of Barings BDC common stock for each share of Sierra common stock, resulting in approximately 46.0 million newly issued Barings BDC shares, having a total value of approximately $523.7 million, or $5.12 per fully diluted Sierra share, based on Barings BDC's June 30, 2021 NAV of $11.39 per share. In addition, Barings LLC will pay $100 million in cash, or approximately $0.98 per share, directly to Sierra stockholders at closing. Following the Transaction, Barings BDC's pro forma equity base is expected to be approximately $1.3 billion and Barings BDC stockholders and Sierra stockholders are expected to own approximately 58.7% and 41.3%, respectively, of the combined company.
In addition, Barings LLC will enter into a credit support agreement ("CSA") with Barings BDC, for the benefit of the combined company, to protect against net cumulative unrealized and realized losses of up to $100.0 million on the acquired Sierra investment portfolio over the next 10 years.
Additionally, Barings LLC will amend its current investment advisory agreement with Barings BDC to raise the incentive fee hurdle rate from 8.0% to 8.25%, effective as of closing.
Barings BDC will also provide up to $30.0 million in secondary-market support via accretive share repurchases over a 12-month period in the event the combined company's shares trade below a specific level of NAV per share following the completion of the first quarterly period ended after the consummation of the Transaction, subject to covenant and regulatory constraints (including Rule 10b-18 under the Securities Exchange Act of 1934).
Barings BDC has agreed that, on the closing date, it will increase the size of its board of directors and cause two current independent members of the board of directors of Sierra to be selected by Barings BDC to be appointed to the Barings BDC board of directors as Class II directors.
In connection with the closing of the proposed Transaction, Sierra will repay all outstanding amounts under its existing credit facility and any remaining obligations thereunder will be terminated.
Barings BDC believes that the increased size and scale of the combined company will create many strategic and financial benefits to shareholders and will position the combined company to capitalize on favorable market conditions. Including the financial support provided by Barings LLC, it is anticipated that the combination will provide the following benefits:
NII and NAV Accretion: Barings BDC estimates net investment income per share to be $0.24 in the first full quarter post-closing compared to $0.22 per share during the second quarter of 2021. This would represent a net investment income yield of 8.25% on pro forma NAV. Barings BDC further estimates short-term NAV accretion of approximately 4% and additional long-term accretion to NAV as assets acquired are realized and repositioned into Barings BDC's directly originated investments;
Barings BDC Share Liquidity: Barings BDC's pro forma trading liquidity profile after closing as implied by the public BDC peer set suggests an approximate 80% increase in Barings BDC's current 3-month average daily trading volume;
Diversification: The combined portfolio will have 245 portfolio companies with top 10 companies representing approximately 17% of the portfolio on a pro forma basis;
Business Resilience and Financial Flexibility: The combined entity will achieve greater business resilience and financial flexibility through increased access to the institutional, index-eligible investment grade debt capital markets at a lower cost of capital;
Cost Synergy: Approximately $8.1 million of identified expense synergies associated with the combination driven by redundant general & administrative expenses across two platforms; and
Best-in-Class Shareholder Alignment: Through an increased incentive fee hurdle rate from 8.0% to 8.25%, a $100 million credit support agreement, and up to $30 million in share repurchases.
"We are very excited to announce that we have entered into an agreement to purchase Sierra Income Corporation. This combination will create a scaled top-10 BDC with enhanced earnings profile, portfolio diversification, and best-in-class shareholder alignment," said Eric Lloyd, Chairman of the Barings BDC Board of Directors and Chief Executive Officer of Barings BDC.
"We believe the transaction provides significant immediate and long-term value for all shareholders and further distinguishes Barings as a leader in shareholder alignment. We would like to thank the Sierra Special Committee for their trust and diligent work on this transaction," said Jonathan Bock, Chief Financial Officer of Barings BDC.
"Following a robust strategic alternatives process conducted by the Special Committee, our Board unanimously determined that the merger with Barings BDC is the best outcome to maximize Sierra stockholder value and interests. The transaction provides our stockholders with liquidity and immediate cash value along with an immediately accruing strong dividend, a best-in-class fee structure as well as the opportunity to benefit from ownership in a larger and more diversified global investment platform with a track record of generating stable and consistent returns," said Stephen Byers, Independent Chairman of the Board of Directors of Sierra and Chair of the Sierra Special Committee.
Consummation of the Transaction is subject to Barings BDC and Sierra stockholder approval, customary regulatory approvals and other customary closing conditions.
Wells Fargo Securities served as sole financial advisor and Goodwin Procter LLP served as legal counsel to Barings BDC. Broadhaven Capital Partners served as financial advisor and Sullivan & Worcester LLP served as legal counsel to Sierra.
Conference Call to Discuss the Transaction
Barings BDC has scheduled a conference call to discuss the Transaction for Wednesday, September 22, 2021, at 9:00 a.m. ET.
To listen to the call, please dial 877-407-8831 or 201-493-6736 approximately 10 minutes prior to the start of the call. A taped replay will be made available approximately two hours after the conclusion of the call and will remain available until October 6, 2021. To access the replay, please dial 877-660-6853 or 201-612-7415 and enter conference ID 13723050.
This conference call will also be available via a live webcast on the investor relations section of Barings BDC's website at https://ir.barings.com/ir-calendar. Access the website 15 minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay will be available on Barings BDC's website until October 6, 2021.
A copy of the presentation that will be discussed during the call is available on the investor relations section of Barings BDC's website at https://ir.barings.com/presentations.
Additional Information and Where to Find It
This communication relates to a proposed business combination involving Barings BDC and Sierra, along with related proposals for which stockholder approval will be sought (collectively, the "Proposals"). In connection with the proposed Transaction, Barings BDC and Sierra plan to file with the SEC and mail to their respective stockholders a joint proxy statement on Schedule 14A (the "Proxy Statement"), and Barings BDC plans to file with the SEC a registration statement on Form N-14 (the "Registration Statement") that will include the Proxy Statement and a prospectus of Barings BDC. The Proxy Statement and the Registration Statement will each contain important information about Barings BDC, Sierra, the proposed Transaction and related matters. STOCKHOLDERS OF EACH OF BARINGS BDC AND SIERRA ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BARINGS BDC, SIERRA, THE TRANSACTION AND THE PROPOSALS. Investors and security holders will be able to obtain the documents filed with the SEC free of charge at the SEC's web site at http://www.sec.gov and, for documents filed by Barings BDC, from the Barings BDC website at http://www.baringsbdc.com or for documents filed by Sierra, from the Sierra website at http://www.sierraincomecorp.com.
Participants in the Solicitation
Barings BDC and Sierra and their respective directors, executive officers and certain other members of management and employees of Barings LLC, SIC Advisors LLC and their respective affiliates, may be deemed to be participants in the solicitation of proxies from the stockholders of Barings BDC and Sierra in connection with the Proposals. Information about the directors and executive officers of Barings BDC is set forth in its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on March 26, 2021. Information about the directors and executive officers of Sierra is set forth in its proxy statement for its 2021 annual meeting of stockholders, which was filed with the SEC on April 28, 2021. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Barings BDC's and Sierra's stockholders in connection with the Proposals will be contained in the Proxy Statement and other relevant materials to be filed with the SEC when such documents become available. Investors should read the Proxy Statement and Registration Statement carefully and in their entirety when they become available before making any voting or investment decisions. These documents may be obtained free of charge from the sources indicated above.
No Offer or Solicitation
This press release is not, and under no circumstances is it to be construed as, a prospectus or an advertisement and the communication of this press release is not, and under no circumstances is it to be construed as, an offer to sell or a solicitation of an offer to purchase any securities in Barings BDC, Sierra or in any fund or other investment vehicle. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933.
About Barings BDC
Barings BDC, Inc. (NYSE: BBDC) is a publicly traded, externally managed investment company that has elected to be treated as a business development company under the Investment Company Act of 1940. Barings BDC seeks to invest primarily in senior secured loans in middle-market companies that operate across a wide range of industries. Barings BDC's investment activities are managed by its investment adviser, Barings LLC, a leading global asset manager based in Charlotte, NC with $382+ billion* of AUM firm-wide.
About Sierra Income Corporation
Sierra is a non-traded business development company that invests primarily in first lien senior secured debt, second lien secured debt and, to a lesser extent, subordinated debt of middle market companies in a broad range of industries with annual revenue between $50 million and $1 billion. Sierra's investment objective is to generate current income, and to a lesser extent, long-term capital appreciation. Sierra is externally managed by SIC Advisors LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended. For additional information, please visit Sierra Income Corporation at www.sierraincomecorp.com.
About Barings LLC
Barings is a $382+ billion* global investment manager sourcing differentiated opportunities and building long-term portfolios across public and private fixed income, real estate, and specialist equity markets. With investment professionals based in North America, Europe and Asia Pacific, the firm, a subsidiary of MassMutual, aims to serve its clients, communities and employees, and is committed to sustainable practices and responsible investment. Learn more at www.barings.com.
https://www.prnewswire.com/news-releases/sierra-income-corporation-to-merge-with-barings-bdc-inc-and-combined-company-to-be-managed-by-barings-llc-301382014.html
Sierra Income Corp. Agrees to Merger With Barings BDC (9/21/21)
By Stephen Nakrosis
Business development company Sierra Income Corp. on Tuesday said it agreed to a deal which will see it merge with and into Barings BDC Inc.
The combined company will be managed by Barings LLC.
Under the terms of the deal, Sierra stockholders will receive 0.44973 share of Barings BDC common stock for each share of Sierra common stock, the companies said, adding that Barings BDC will also pay $100 million in cash, or about 98 cents a share, to Sierra stockholders at the close of the deal.
According to the companies, the deal represents a total consideration for Sierra stockholders of about $588.6 million, or about $5.76 per Sierra share, based on the $10.63 closing price of Barings BDC shares on Sept. 20.
At the close of the deal, Barings BDC will increase the size of its board and two current independent members of Sierra's board will be selected for the Barings BDC board.
The boards of directors of both companies unanimously approved the deal, which is currently expected to close in the first quarter of next year, the companies said.
https://www.marketwatch.com/story/sierra-income-corp-agrees-to-merger-with-barings-bdc-271632257912
Thanks Freddie. Will call tda
i received electronic doc from IB
has anyone received the voting docs due 9/24 as of yet? i assumed TDA would get them to me like a typical proxy but am i mistaken?
thanks!
why "no objective to continue or engage in the conduct of a trade or business"
Boilerplate or anticipating some takeunder?
Court Doc #0371
NOTICE OF PLAN SUPPLEMENT
The above-captioned debtor and debtor in possession (the “Debtor”) hereby files this Supplement to the Third Amended Combined Disclosure Statement and Chapter 11 Plan of Medley LLC (the “Plan”).
[....]
G. The Liquidating Trust is established for the benefit of the Liquidating Trust Beneficiaries entitled to distributions under the Plan. H. The Liquidating Trust is established for the purpose of collecting, holding, administering, distributing, and liquidating the Liquidating Trust Assets for the benefit of the Liquidating Trust Beneficiaries in accordance with the terms and conditions of this Agreement, the Plan, and the Confirmation Order and with no objective to continue or engage in the conduct of a trade or business, except to the extent necessary to, and consistent with, the Plan and the Confirmation Order and liquidating purpose of the Liquidating Trust.
[....]
2.3 Transfer of Liquidating Trust Assets.
2.3.1 Conveyance of Liquidating Trust Assets.
Pursuant to the Plan, the Debtor and Medley Capital each hereby grants, assigns, transfers, conveys, and delivers, on behalf of the Liquidating Trust Beneficiaries, the Liquidating Trust Assets to the Liquidating Trust as of the Effective Date for Liquidating Trust Assets available on the Effective Date or periodically thereafter as additional Liquidating Trust Assets become available (provided that Additional GUC Funds shall vest in the Liquidating Trust from time to time in accordance with the Wind-Down Budget from the Effective Date through the Wind-Down Date) in trust for the benefit of the Liquidating Trust Beneficiaries, for all uses and purposes and to be administered and applied as specified in this Agreement and the Plan.
[....]
2.5 Cooperation of Debtor and Medley Capital.
The Debtor, Medley Capital and their respective professionals shall to use commercially reasonable best efforts to cooperate with the Liquidating Trust and Liquidating Trustee and their professionals in effecting the transition from the Debtor to the Liquidating Trust of administration of the Liquidating Trust Assets and review
and resolution of creditors’ Claims ; provided that with respect to the Medley Executives (as defined in the Plan), such reasonable cooperation will not materially interfere with the Medley Executives’ normal job responsibilities. Such cooperation shall include, but not be limited to identifying and facilitating access to (i) any evidence and information (whether in hard copy or electronic format) the Liquidating Trustee reasonably requests in connection with the Liquidating Trust’s performance of activities and responsibilities under the Plan, including, but not limited to, investigation, prosecution or other pursuit, or defense (as applicable) of Causes of Action, review and validation of Claims (including objections to Disputed Claims); (ii) current or former employees or Professionals of the Debtor or Medley Capital with knowledge regarding any Causes of Action or Claims asserted in the Chapter 11 Case (including, but not limited to Disputed Claims); and (iii) information the Liquidating Trustee reasonably requests in connection with Medley Capital’s efforts to realize Additional GUC Funds.
[....]
ARTICLE VIII OVERSIGHT COMMITTEE
8.1 Appointment, Composition, and Governance of Oversight Committee. Consistent with Section VII.G. of the Plan, effective as of the Effective Date, the Oversight Committee shall comprise two members appointed by the Creditors’ Committee, Glen Gardipee and James MacAyeal, and one member appointed by existing management of Medley Capital, [•].
[....]
8.10.2 Occurrence of the Wind-Down Date.
Upon the Wind-Down Date, the Oversight Committee member appointed by Medley Capital shall resign and be replaced by Carl Wegerer, III, who was selected by the Creditors’ Committee prior to the Confirmation Date in accordance with Section VII.G. of the Plan; provided, however, that if Mr. Wegerer is unwilling or lacks the capacity to serve when the Wind-Down Date occurs, the replacement of the Oversight Committee member appointed by Medley Capital shall be governed by Section 8.10 of this Agreement.
[....]
Source:
https://www.kccllc.net/medley/document/list/5510
*things are moving right along. No time to waste. The team is being assembled and the rules laid out.
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sure does... always so pleasant and optimistic freddie; at least you're consistent lol
have a good weekend!
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