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): March 28, 2013
Medley Capital Corporation
(Exact Name of Registrant as Specified in its Charter)
|
Delaware (State or other jurisdiction of incorporation) | |
|
1-35040 (Commission File Number) |
27-4576073 (I.R.S. Employer Identification No.) |
375 Park Avenue, 33rd Floor
New York, NY 10152
(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 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))
Item 1.01. Entry into a Material Definitive Agreement.
Amendment and Additional Commitments to the Credit Facilities
On March 28, 2013, Medley Capital Corporation (the “Company”) entered into Amendment No. 3 to its existing Senior Secured Revolving Credit Agreement (the “Revolving Credit Agreement Amendment”) and Amendment No. 3 to its existing Senior Secured Term Loan Credit Agreement (the “Term Loan Agreement Amendment,” together with the “Revolving Credit Agreement Amendment,” the “Amendments”), each with certain lenders party thereto and ING Capital LLC, as administrative agent.
The Amendments amend certain provisions of the Company's Senior Secured Revolving Credit Agreement (the "Revolving Credit Facility") and the Senior Secured Term Loan Credit Agreement (the "Term Loan Facility,” together with the Revolving Credit Facility, each as amended, the "Facilities"). In particular, the Facilities now provide for an aggregate accordion feature permitting subsequent increases to the Facilities up to an aggregate maximum amount of $400 million, an increase of $100 million from the prior limit of $300 million.
Concurrently with the effectiveness of the Amendments, the Company closed an additional $9 million commitment under its Revolving Credit Facility and an additional $5 million commitment under its Term Loan Facility. As of March 28, 2013, total commitments under the Facilities are $314 million, comprised of $209 million committed to the Revolving Credit Facility and $105 million committed to the Term Loan Facility.
The Revolving Credit Facility has a revolving period through August 2015, followed by a one-year amortization period and a final maturity in August 2016. Pricing on the Revolving Credit Facility is LIBOR plus 3.25%, with no floor.
The Term Loan Facility has a bullet maturity in August 2017, bears interest at LIBOR plus 4.00%, with no floor and has substantially similar terms to the Revolving Credit Facility.
Borrowings under the Facilities are subject to, among other things, a minimum borrowing/collateral base. Substantially all of the Company’s assets are pledged as collateral under the Facilities. The Facilities require the Company to, among other things (i) make representations and warranties regarding the collateral as well the Company’s business and operations, (ii) agree to certain indemnification obligations, and (iii) agree to comply with various affirmative and negative covenants. The documents for each of the Facilities also include default provisions such as the failure to make timely payments under the Facilities, the occurrence of a change in control, and the failure by the Company to materially perform under the operative agreements governing the Facilities, which, if not complied with, could accelerate repayment under the Facilities, thereby materially and adversely affecting the Company’s liquidity, financial condition and results of operations.
The foregoing description of the Revolving Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement Amendment attached hereto as Exhibit 10.1.
The foregoing description of the Term Loan Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Agreement Amendment attached hereto as Exhibit 10.2.
The foregoing description of the Revolving Credit Facility and the Term Loan Facility does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Facility and the Term Loan Facility, which were filed as Exhibits 10.1 and 10.2, respectively, to the Company’s Form 8-K on December 13, 2012.
On April 1, 2013, the Company issued a press release regarding the matters described herein, which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this current report on Form 8-K is hereby incorporated in this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amendment No. 3 to the Senior Secured Revolving Credit Agreement among the Company as borrower, the Lenders party thereto, and ING Capital LLC, as Administrative Agent, dated March 28, 2013. | |
| 10.2 | Amendment No. 3 to the Senior Secured Term Loan Credit Agreement among the Company as borrower, the Lenders party thereto, and ING Capital LLC, as Administrative Agent, dated March 28, 2013. | |
| 99.1 | Press release, dated April 1, 2013. |
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: April 2, 2013 | MEDLEY CAPITAL CORPORATION | |
| By: | /s/ Richard T. Allorto, Jr. | |
| Name: Richard T. Allorto, Jr. | ||
| Title: Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT NO. 3 TO
SENIOR
SECURED REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 3 (this “Amendment), dated as of March 28, 2013, is made with respect to the Senior Secured Revolving Credit Agreement, dated as of August 4, 2011 (as amended by that certain Amendment No. 1 to Senior Secured Revolving Credit Agreement, dated as of August 31, 2012, that certain Amendment No. 2 to Senior Secured Revolving Credit Agreement, dated as of December 7, 2012, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MEDLEY CAPITAL CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time party to the Credit Agreement as lenders (the “Lenders”), ING CAPITAL LLC, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and solely for purposes of Section 2.8, MOF I BDC LLC, a Delaware limited liability company (“the “Subsidiary Guarantor”, and together with the Borrower, the “Obligors”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have made certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement and the Lenders signatory hereto and the Administrative Agent have agreed to do so on the terms and subject to the conditions contained in this Amendment.
NOW THEREFORE, in consideration of the promises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION I AMENDMENT TO CREDIT AGREEMENT
Effective as of the Effective Date (as defined below), and subject to the terms and conditions set forth below, the Credit Agreement is hereby amended as follows:
(a) Section 2.06(f)(i)(A) is hereby amended by (x) deleting the number “$5,000,000” therein and replacing it with the number “$1,000,000” and (y) deleting the number “$1,000,000” therein and replacing it with the number “$500,000”.
(b) Section 2.06(f)(i)(B) is hereby amended by deleting the number “$300,000,000” therein and replacing it with the number “$400,000,000”.
(c) Section 6.01(j) is hereby amended by deleting the number “$300,000,000” therein and replacing it with the number “$400,000,000”.
(d) Section 9.02(c) is hereby amended by deleting the number “$300,000,000” therein and replacing it with the number “$400,000,000”.
SECTION II MISCELLANEOUS
2.1. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date (the “Effective Date”) on which the Borrower and each Subsidiary Guarantor party hereto have satisfied each of the following conditions precedent (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):
(a) Documents. The Administrative Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent (and to the extent specified below to each Lender) in form and substance:
(1) Executed Counterparts. From each of the Required Lenders, the Administrative Agent and the Obligors, either (1) a counterpart of this Amendment signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or electronic mail of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment.
(b) Fees and Expenses. The Borrower shall have paid in full to the Administrative Agent and the Lenders all fees and expenses related to this Amendment and the Credit Agreement owing on Effective Date, including any up-front fee due to any Lender on the Effective Date.
(c) Other Documents. The Administrative Agent shall have received such other documents, instruments, certificates, opinions and information as the Administrative Agent may reasonably request in form and substance satisfactory to the Administrative Agent.
The contemporaneous exchange and release of executed signature pages by each of the Persons contemplated to be a party hereto shall render this Amendment effective and any such exchange and release of such executed signature pages by all such persons shall constitute satisfaction or waiver (as applicable) of any condition precedent to such effectiveness set forth above.
2.2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and each of the Lenders that, as of the Effective Date and after giving effect to this Amendment:
(a) This Amendment has been duly authorized, executed and delivered by the Borrower and the Subsidiary Guarantor, and constitutes a legal, valid and binding obligation of the Borrower and the Subsidiary Guarantor enforceable in accordance with its terms. The Credit Agreement, as amended by the Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its respective terms.
(b) The representations and warranties set forth in Article 3 of the Credit Agreement as amended by this Amendment and the representations and warranties in each other Loan Document are true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct is all respects) on and as of the Effective Date or as to any such representations and warranties that refer to a specific date, as of such specific date, with the same effect as though made on and as of the Effective Date.
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(c) No Default or Event of Default has occurred or is continuing under the Credit Agreement.
2.3. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract between and among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of this Amendment by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.
2.4. Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees, charges and disbursements of legal counsel to the Administrative Agent, (but excluding, for the avoidance of doubt, the allocated costs of internal counsel).
2.5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
2.6. Incorporation of Certain Provisions. The provisions of Sections 9.01, 9.07, 9.09, 9.10 and 9.12 of the Credit Agreement are hereby incorporated by reference with respect to Section I.
2.7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent, the Borrower or the Subsidiary Guarantor under the Credit Agreement or any other Loan Document, and, except as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions amended herein of the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended by this Amendment and each reference in any other Loan Document shall mean the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document.
2.8. Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary Guarantor hereby to the extent applicable as of the Effective Date (a) consents to this Amendment and the transactions contemplated hereby, (b) agrees that the Amended and Restated Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (c) confirms its guarantee (solely in the case of Subsidiary Guarantor) and affirms its obligations under the Amended and Restated Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in the Amended and Restated Guarantee and Security Agreement), and (d) acknowledges and affirms that such guarantee and/or grant is in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Amended and Restated Guarantee and Security Agreement).
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day of year first above written.
| MEDLEY CAPITAL CORPORATION, as Borrower | ||
| By: | ||
| Name: Richard T. Allorto, Jr. Title: Chief Financial Officer | ||
[Signature Page to Amendment No. 3 to Revolver]
| MOF I BDC LLC, as Subsidiary Guarantor | ||
| By: | ||
| Name: Richard T. Allorto, Jr. Title: Chief Financial Officer | ||
[Signature Page to Amendment No. 3 to Revolver]
| ING CAPITAL LLC, as Administrative Agent and a Lender | ||
| By: | ||
| Name: Patrick Frisch, CFA Title: Managing Director | ||
[Signature Page
to Amendment No. 3 to Revolver]
| BARCLAYS BANK PLC, as a Lender | ||
| By: | ||
| Name: Ronnie Glenn Title: Vice President | ||
[Signature Page to Amendment No. 3 to Revolver]
| CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, | ||
| as a Lender | ||
| By: | ||
| Name: Doreen Barr Title: Director | ||
| By: | ||
| Name: Sanja Gazahi Title: Associate | ||
[Signature Page to Amendment No. 3 to Revolver]
| UBS LOAN FINANCE LLC, as a Lender | ||
| By: | ||
| Name: Joselin Fernandes Title: Associate Director | ||
| By: | ||
| Name: David Urban Title: Associate Director | ||
[Signature Page to Amendment No. 3 to Revolver]
| STAMFORD FIRST BANK, A DIVISION OF THE | ||
| BANK OF NEW CANAAN, as a Lender | ||
| By: | ||
| Name: Kevin R. Callahan Title: Vice President | ||
[Signature Page to Amendment No. 3 to Revolver]
| GOLDMAN SACHS BANK USA, as a Lender | ||
| By: | ||
| Name: Michelle Latzoni Title: Authorized Signatory | ||
[Signature Page to Amendment No. 3 to Revolver]
| KEY EQUIPMENT FINANCE, INC., as a Lender | ||
| By: | ||
| Name: Richard Andersen Title: VP | ||
[Signature Page to Amendment No. 3 to Revolver]
| SIGNATURE BANK, as a Lender | ||
| By: | ||
| Name: Maria Hegi Title: SVP | ||
[Signature Page to Amendment No. 3 to Revolver]
| WESTERN ALLIANCE BANK, as a Lender | ||
| By: | ||
| Name: Jeremy Lindner Title: SVP | ||
[Signature Page to Amendment No. 3 to Revolver]
| CITY NATIONAL BANK, as a Lender | ||
| By: | ||
| Name: Brandon L. Feitelson, C.F.A. Title: Senior Vice President | ||
[Signature Page to Amendment No. 3 to Revolver]
| ONEWEST BANK, FSB, as a Lender | ||
| By: | ||
| Name: David G. Ligon Title: Executive Vice President | ||
[Signature Page to Amendment No. 3 to Revolver]
Exhibit 10.2
AMENDMENT NO. 3 TO SENIOR
SECURED TERM LOAN AGREEMENT
This AMENDMENT NO. 3 (this “Amendment), dated as of March 28, 2013, is made with respect to the Senior Secured Term Loan Credit Agreement, dated as of August 31, 2011 (as amended by that certain Amendment No. 1 dated as of December 7, 2012, that certain Amendment No. 2 to Senior Secured Term Loan Agreement dated as of January 23, 2013, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among MEDLEY CAPITAL CORPORATION, a Delaware corporation (the “Borrower”), the several banks and other financial institutions from time to time party to the Credit Agreement as lenders (the “Lenders”), ING CAPITAL LLC, as administrative agent for the Lenders under the Credit Agreement (in such capacity, together with its successors in such capacity, the “Administrative Agent”), and solely for purposes of Section 2.8, MOF I BDC LLC, a Delaware limited liability company (“the “Subsidiary Guarantor”, and together with the Borrower, the “Obligors”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement (as amended hereby).
W I T N E S S E T H:
WHEREAS, pursuant to the Credit Agreement, the Lenders have made certain loans and other extensions of credit to the Borrower; and
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent amend certain provisions of the Credit Agreement and the Lenders signatory hereto and the Administrative Agent have agreed to do so on the terms and subject to the conditions contained in this Amendment.
NOW THEREFORE, in consideration of the promises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION I AMENDMENT TO CREDIT AGREEMENT
Effective as of the Effective Date (as defined below), and subject to the terms and conditions set forth below, the Credit Agreement is hereby amended as follows:
(a) Section 2.06(f)(i)(B) is hereby amended by deleting the number “$300,000,000” therein and replacing it with the number “$400,000,000”.
(b) Section 9.02(c) is hereby amended by deleting the number “$300,000,000” therein and replacing it with the number “$400,000,000”.
SECTION II MISCELLANEOUS
2.1. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the date (the “Effective Date”) on which the Borrower and each Subsidiary Guarantor party hereto have satisfied each of the following conditions precedent (unless a condition shall have been waived in accordance with Section 9.02 of the Credit Agreement):
(a) Documents. The Administrative Agent shall have received each of the following documents, each of which shall be reasonably satisfactory to the Administrative Agent (and to the extent specified below to each Lender) in form and substance:
(1) Executed Counterparts. From each of the Required Lenders, the Administrative Agent and the Obligors, either (1) a counterpart of this Amendment signed on behalf of such party or (2) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission or electronic mail of a signed signature page to this Amendment) that such party has signed a counterpart of this Amendment.
(b) Fees and Expenses. The Borrower shall have paid in full to the Administrative Agent and the Lenders all fees and expenses related to this Amendment and the Credit Agreement owing on Effective Date, including any up-front fee due to any Lender on the Effective Date.
(c) Other Documents. The Administrative Agent shall have received such other documents, instruments, certificates, opinions and information as the Administrative Agent may reasonably request in form and substance satisfactory to the Administrative Agent.
The contemporaneous exchange and release of executed signature pages by each of the Persons contemplated to be a party hereto shall render this Amendment effective and any such exchange and release of such executed signature pages by all such persons shall constitute satisfaction or waiver (as applicable) of any condition precedent to such effectiveness set forth above.
2.2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and each of the Lenders that, as of the Effective Date and after giving effect to this Amendment:
(a) This Amendment has been duly authorized, executed and delivered by the Borrower and the Subsidiary Guarantor, and constitutes a legal, valid and binding obligation of the Borrower and the Subsidiary Guarantor enforceable in accordance with its terms. The Credit Agreement, as amended by the Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its respective terms.
(b) The representations and warranties set forth in Article 3 of the Credit Agreement as amended by this Amendment and the representations and warranties in each other Loan Document are true and correct in all material respects (other than any representation or warranty already qualified by materiality or Material Adverse Effect, which shall be true and correct is all respects) on and as of the Effective Date or as to any such representations and warranties that refer to a specific date, as of such specific date, with the same effect as though made on and as of the Effective Date.
(c) No Default or Event of Default has occurred or is continuing under the Credit Agreement.
2.3. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract between and among the parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of this Amendment by telecopy or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.
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2.4. Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable and documented out-of-pocket costs and expenses incurred in connection with this Amendment, including, without limitation, the reasonable fees, charges and disbursements of legal counsel to the Administrative Agent, (but excluding, for the avoidance of doubt, the allocated costs of internal counsel).
2.5. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
2.6. Incorporation of Certain Provisions. The provisions of Sections 9.01, 9.07, 9.09, 9.10 and 9.12 of the Credit Agreement are hereby incorporated by reference with respect to Section I.
2.7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Collateral Agent, the Borrower or the Subsidiary Guarantor under the Credit Agreement or any other Loan Document, and, except as expressly set forth herein, shall not alter, modify, amend or in any way affect any of the other terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Person to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions amended herein of the Credit Agreement. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended by this Amendment and each reference in any other Loan Document shall mean the Credit Agreement as amended hereby. This Amendment shall constitute a Loan Document.
2.8. Consent and Affirmation. Without limiting the generality of the foregoing, by its execution hereof, each of the Borrower and the Subsidiary Guarantor hereby to the extent applicable as of the Effective Date (a) consents to this Amendment and the transactions contemplated hereby, (b) agrees that the Amended and Restated Guarantee and Security Agreement and each of the other Security Documents is in full force and effect, (c) confirms its guarantee (solely in the case of Subsidiary Guarantor) and affirms its obligations under the Amended and Restated Guarantee and Security Agreement and confirms its grant of a security interest in its assets as Collateral for the Secured Obligations (as defined in the Amended and Restated Guarantee and Security Agreement), and (d) acknowledges and affirms that such guarantee and/or grant is in full force and effect in respect of, and to secure, the Secured Obligations (as defined in the Amended and Restated Guarantee and Security Agreement).
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[Signature pages follow]
| 4 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day of year first above written.
| MEDLEY CAPITAL CORPORATION, as Borrower | ||
| By: | ||
| Name: Richard T. Allorto, Jr. Title: Chief Financial Officer | ||
[Signature Page to Amendment No. 3]
| MOF I BDC LLC, as Subsidiary Guarantor | ||
| By: | ||
| Name: Richard T. Allorto, Jr. Title: Chief Financial Officer | ||
[Signature Page to Amendment No. 3]
| ING CAPITAL LLC, as Administrative Agent and a Lender | ||
| By: | ||
| Name: Patrick Frisch, CFA Title: Managing Director | ||
[Signature Page to Amendment No. 3]
| GOLDMAN SACHS BANK USA, as a Lender | ||
| By: | ||
| Name: Michelle Latzoni Title: Authorized Signatory | ||
[Signature Page to Amendment No. 3]
| DORAL BANK, as a Lender | ||
| By: | ||
| Name: Mark Bernstein Title: Manager Director | ||
[Signature Page to Amendment No. 3]
| EVERBANK COMMERCIAL FINANCE, as a Lender | ||
| By: | ||
| Name: S. Scott Gates Title: Managing Director | ||
[Signature Page to Amendment No. 3]
| KEY EQUIPMENT FINANCE, INC., as a Lender | ||
| By: | ||
| Name: Richard Andersen Title: VP | ||
[Signature Page to Amendment No. 3]
| SIGNATURE BANK, as a Lender | ||
| By: | ||
| Name: Maria Hegi Title: SVP | ||
[Signature Page to Amendment No. 3]
| WESTERN ALLIANCE BANK, as a Lender | ||
| By: | ||
| Name: Jeremy Lindner Title: SVP | ||
[Signature Page to Amendment No. 3]
| CITY NATIONAL BANK, as a Lender | ||
| By: | ||
| Name: Brandon L. Feitelson, C.F.A. Title: Senior Vice President | ||
[Signature Page to Amendment No. 3]
| ONEWEST BANK, FSB, as a Lender | ||
| By: | ||
| Name: David G. Ligon Title: Executive Vice President | ||
[Signature Page to Amendment No. 3]
Exhibit 99.1
Medley Capital Corporation Amends Credit Facility and Closes $14 Million of Additional Commitments
NEW YORK, NY (April 1, 2013) – Medley Capital Corporation (NYSE: MCC) (the “Company”) today announced that it amended its senior secured revolving and term loan credit facilities (the “Credit Facility”). The amendment increases the Credit Facility’s accordion feature from $300 million to $400 million of total commitments. In addition, the Company closed an additional $14 million of commitments to the Credit Facility from AloStar Business Credit (“AloStar”). The aggregate commitments to the revolving credit facility and to the term loan facility are now $209 million and $105 million, respectively. The Credit Facility was arranged and led by ING Capital LLC.
We are pleased to add AloStar to our growing bank group," said Brook Taube, Chief Executive Officer of the Company. “We intend to utilize the additional lending commitment to grow our investment portfolio and we look forward to working with our bank group as we expand our business in the years ahead,” continued Mr. Taube.
ABOUT MEDLEY CAPITAL CORPORATION
The Company is an externally-managed, non-diversified closed-end management investment company that has filed an election to be treated as a business development company under the Investment Company Act of 1940, as amended. The Company's investment objective is to generate both current income and capital appreciation, primarily through investments in privately negotiated debt and equity securities of middle market companies. The Company is a direct lender targeting private debt transactions ranging in size from $10 to $50 million to borrowers principally located in North America. The Company's investment activities are managed by its investment adviser, MCC Advisors LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended.
ABOUT MCC ADVISORS LLC
MCC Advisors LLC, an affiliate of Medley LLC (“Medley”), is a registered investment adviser under the Investment Advisers Act of 1940, as amended. Medley specializes in credit investing, including direct private lending and corporate credit related strategies and provides first lien, second lien and unitranche term loans to lower middle-market and middle-market companies with an investment size between $7-50 million. Medley will support acquisition and growth financings, leveraged buyouts, management buyouts, bank debt restructurings, CAPEX, Chapter 11 exit financing and DIP financing. Medley is headquartered in New York with offices in San Francisco.
ABOUT ING CAPITAL LLC
ING Capital LLC is an indirect U.S. subsidiary of ING Bank NV, which is part of the global financial services company ING Group. ING Bank NV has 67,000 employees serving its clients through its extensive global network in the world’s major financial services markets. ING Capital has built a leading position in corporate lending. The Investment Industry Finance (IIF) group at ING Capital offers a broad range of structured finance solutions to its clients active in the Investment Industry, including BDCs.
SOURCE: Medley Capital Corporation
Richard Allorto, 212-759-0777