0000921895-19-000208.txt : 20190205 0000921895-19-000208.hdr.sgml : 20190205 20190205170011 ACCESSION NUMBER: 0000921895-19-000208 CONFORMED SUBMISSION TYPE: PX14A6G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190205 EFFECTIVENESS DATE: 20190205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Medley Capital Corp CENTRAL INDEX KEY: 0001490349 IRS NUMBER: 274576073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: PX14A6G SEC ACT: 1934 Act SEC FILE NUMBER: 811-23228 FILM NUMBER: 19568691 BUSINESS ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 6TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-759-0777 MAIL ADDRESS: STREET 1: 280 PARK AVENUE STREET 2: 6TH FLOOR EAST CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: Medley Capital BDC LLC DATE OF NAME CHANGE: 20100426 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FrontFour Capital Group LLC CENTRAL INDEX KEY: 0001430308 IRS NUMBER: 205997207 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: PX14A6G BUSINESS ADDRESS: STREET 1: 35 MASON STREET, 4TH FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-274-9050 MAIL ADDRESS: STREET 1: 35 MASON STREET, 4TH FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 PX14A6G 1 px14a6g08016016_02052019.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

NOTICE OF EXEMPT SOLICITATION
Submitted Pursuant to Rule 14a-6(g)

(Amendment No. ____)

Name of the Registrant:

Medley Capital Corporation

Name of Persons Relying on Exemption:

FrontFour Capital Group LLC
FrontFour Master Fund, Ltd.
FrontFour Opportunity Fund
FrontFour Capital Corp.
David A. Lorber
Stephen E. Loukas
Zachary R. George

Address of Persons Relying on the Exemption:

c/o FrontFour Capital Group LLC
35 Mason Street, 4th Floor
Greenwich, Connecticut 06830

Written Material. The following written materials are attached:

Press release, dated February 4, 2019.

(Written material follows on next page)

Leading Proxy Advisory Firm Institutional Shareholder Services Now Recommends Medley Capital Shareholders Vote AGAINST Proposed Combination With Sierra Income and Medley Management

FrontFour Calls Upon Medley Capital to Immediately Commence Review of All Strategic Alternatives to Maximize Value For Shareholders

GREENWICH, Conn., Feb. 4, 2019 /PRNewswire/ -- FrontFour Capital Group LLC (“FrontFour”), a significant shareholder of Medley Capital Corporation (“Medley Capital” or “MCC”) (NYSE:MCC), announced today that leading independent proxy advisory firm, Institutional Shareholder Services (“ISS”), now recommends that Medley Capital shareholders vote AGAINST the proposed combination of Medley Capital, Sierra Income Corporation and Medley Management Inc. (“MDLY”) in light of an alternative proposal recently submitted by NexPoint Advisors, L.P. (“NexPoint”).

David Lorber of FrontFour commented, “We are gratified that the two leading proxy advisory firms, ISS and Glass Lewis, now recommend Medley Capital shareholders vote against management’s proposed related party transaction. However, the submission of the NexPoint proposal and the manner in which Medley Capital sat on and then dismissed NexPoint’s initial indication of interest heightens our concern that the Board refuses to take sufficient steps to review alternatives that are most favorable to shareholders. We reiterate our belief that the NexPoint proposal represents a credible, superior offer and we call upon the Special Committee to immediately review all strategic alternatives to maximize value for all shareholders.”

ISS shared FrontFour’s belief that the NexPoint proposal may represent a compelling alternative to management’s proposed related party transaction:

“. . . in light of the issues outlined in our original report, and particularly given MDLY's weak track record as a manager of MCC's assets – the replacement of MDLY by another advisor with a potentially better track record and which appears willing to accept a lower fee structure and offer a cash payment of $25 million as an incentive may represent a compelling alternative to shareholders.”

FrontFour reiterates its intent to vote AGAINST the proposed related party transaction and urges all Medley Capital shareholders to do the same.

FRONTFOUR CAPITAL GROUP LLC

FrontFour Capital Group LLC, located in the United States at 35 Mason Street, Greenwich, CT 06830, was formed in December 2006. FrontFour Capital Group LLC is registered with the Securities & Exchange Commission as an investment adviser under the Investment Advisers Act of 1940, as amended.

* * *

Written materials are submitted voluntarily pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. This is not a solicitation of authority to vote your proxy. FrontFour Capital Group LLC (“FrontFour Capital”) is not asking for your proxy card and will not accept proxy cards if sent. The cost of this filing is being borne entirely by FrontFour Capital.

PLEASE NOTE: FrontFour Capital is not asking for your proxy card and cannot accept your proxy card. Please DO NOT send us your proxy card.

CONTACT

Investor Contact:

David A. Lorber
FrontFour Capital Group LLC
35 Mason Street, 4th Floor
Greenwich, CT 06830
203-274-9050