Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On February 16, 2021, Medley LLC did not pay the approximately $0.9 million
quarterly interest payment due on such date in respect of Medley LLC's 6.875%
senior notes due 2026 (the "2026 Notes"). The indentures governing the 2026
Notes afford Medley LLC the benefit of a 30-day grace period (through March 18,
2021) which must elapse before a missed interest payment may be treated as an
event of default under the terms of the 2026 Notes. Approximately $54 million in
aggregate principal amount of 2026 Notes are outstanding. As previously
disclosed in Medley LLC's Current Report on Form 8-K filed with the Securities
and Exchange Commission on February 2, 2021, Medley LLC did not pay the
approximately $1.3 million quarterly interest payment due on February 1, 2021 in
respect of Medley LLC's 7.25% senior notes due 2024 (the "2024 Notes"); the
missed interest payment on the 2024 notes is also subject to a 30-day grace
period which extends through March 3, 2021. Approximately $69 million in
aggregate principal amount of 2024 Notes are outstanding. The 2024 Notes and
2026 Notes trade on the NYSE under the symbols MDLQ and MDLX, respectively.
Medley LLC continues to work with B. Riley Securities, Inc., whom Medley LLC has
engaged as financial advisor as previously announced in Medley LLC's press
release issued on January 11, 2021, with regard to potential alternatives for
Medley LLC's capital structure, including potential alternatives to restructure
Medley LLC's indebtedness and other contractual obligations including the 2024
Notes and the 2026 Notes. As previously disclosed in Medley Management Inc.'s
Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 9, 2021, Medley Management Inc. has designated a newly-constituted
subcommittee of the Medley Management Inc. Board of Directors consisting of
independent directors and created to explore restructuring transactions for
Medley LLC (the "Restructuring Subcommittee"). The Restructuring Subcommittee is
authorized to, among other things, consider, evaluate and approve possible
strategic alternatives including restructuring transactions and/or similar
transactions involving Medley LLC, none of which have been implemented at this
time. There can be no assurance that the efforts described in this paragraph
will result in any particular outcome. The foregoing statements regarding
potential alternatives for Medley LLC's capital structure, indebtedness,
contractual obligations, and the 2024 Notes and 2026 Notes, including possible
strategic alternatives such as restructuring transactions and/or similar
transactions involving Medley LLC that may be considered, evaluated and approved
by the Restructuring Subcommittee, and efforts by Medley LLC and its advisors in
connection therewith represent forward-looking statements. See "Forward-Looking
Information" below.
Forward-Looking Information
This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements include, but are not limited to, statements regarding Medley LLC's
ongoing work with its financial advisor with regard to potential alternatives
for Medley LLC's capital structure, including potential alternatives to
restructure Medley LLC's indebtedness and other contractual obligations
including the 2024 Notes and the 2026 Notes, possible strategic alternatives
including restructuring transactions and/or similar transactions involving
Medley LLC that may be considered, evaluated and approved by the Restructuring
Subcommittee, and other statements containing the words "believes,"
"anticipates," "plans," "expects," "will" and similar expressions. Such
forward-looking statements represent management's current expectations and are
inherently uncertain. There are a number of important factors that could
materially impact the value of Medley Management Inc.'s securities or cause
actual results to differ materially from those indicated by such forward-looking
statements. These important factors include, but are not limited to, those
discussed under the caption "Risk Factors" in Part I. Item 1A of Medley
Management Inc.'s Form 10-K for the fiscal year ended December 31, 2019 and in
Medley Management Inc.'s other reports and filings with the Securities and
Exchange Commission, and uncertainties associated with the impact from the
ongoing COVID-19 pandemic. These important factors, among others, could cause
actual results to differ materially from those indicated by forward-looking
statements made herein and presented elsewhere by management from time to time.
Any such forward-looking statements represent management's estimates as of the
date of this Current Report on Form 8-K. While Medley Management Inc. may elect
to update such forward-looking statements at some point in the future, Medley
Management Inc. disclaims any obligation to do so, even if subsequent events
cause its views to change. These forward-looking statements should not be relied
upon as representing Medley Management Inc.'s views as of any date subsequent to
the date of this Current Report on Form 8-K.
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