MEDLEY LLC (NYSE:CHMT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On January 18, 2017, Medley LLC (Medley) completed its previously
announced registered public offering (the Offering) of
$34,500,000 aggregate principal amount of 7.25% senior notes due
2024 (the Notes), to an underwriting agreement, dated January 12,
2017, by and between Medley and FBR Capital Markets Co., as
representative of the several underwriters named therein. The
Notes were issued at a public offering price of 100% of the
aggregate principal amount, or $25 per note. Medley intends to
use the net proceeds from the Offering to repay a portion of the
outstanding amounts under its senior secured term loan facility
with Credit Suisse AG, Cayman Islands Branch, entered into on
August 14, 2014 (the Term Loan Facility), as required by the
terms of the Term Loan Facility. As part of the Offering, Medley
granted the underwriters a 30-day option to purchase up to an
additional $4,500,000 in aggregate principal amount of Notes to
cover over allotments. Such option was exercised in full and is
included in the $34,500,000 aggregate principal amount referenced
above. Medley intends to list the notes on the NYSE under the
trading symbol MDLQ and expects trading to commence thereon
within 30 days.
The Notes were issued to a Third Supplemental Indenture (the
Third Supplemental Indenture), dated as of January 18, 2017,
between Medley and U.S. Bank National Association, as trustee
(the Trustee), to the indenture, dated as of August 9, 2016,
between Medley and the Trustee (the Base Indenture and together
with the Third Supplemental Indenture, the Indenture).
The Notes will be the senior unsecured obligations of Medley. The
Notes will mature on January 30, 2024. Medley will pay interest
on the Notes quarterly in arrears on January 30, April 30, July
30 and October 30 of each year, beginning April 30, 2017. The
Notes will be redeemable in whole or in part at the option of
Medley on or after January 30, 2020, at the redemption price of
100% of aggregate principal amount, plus any accrued and unpaid
interest.
The principal covenants in the Indenture include the obligation
to pay principal and interest and furnish certain reports. The
Indenture provides for customary events of default that include,
among other things (subject in certain cases to customary grace
periods): (i) nonpayment of principal and interest, when due;
(ii) breach of covenants in the Indenture; and (iii) certain
events of bankruptcy and insolvency. If an event of default
occurs and is continuing, the Trustee or holders of at least 50%
in principal amount of the then outstanding Notes may declare the
principal and accrued and unpaid interest, if any, on all the
Notes to be due and payable. These events of default are subject
to a number of important qualifications, limitations and
exceptions that are described in the Indenture.
The Third Supplemental Indenture is filed as Exhibit 4.1 to this
Current Report on Form 8-K and is incorporated by reference
herein. The above descriptions of the Indenture do not purport to
be complete and are qualified in their entirety by reference to
the Indenture.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant |
The information provided in Item 1.01 above is incorporated
herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
| Exhibit | Exhibit | |||
| Number | Description | |||
| 4.1 |
Third Supplemental Indenture, dated January 18, 2017, between Medley LLC and U.S. Bank National Association, as trustee, including the form of note attached as an exhibit thereto |
|||
| 99.1 |
Press Release dated January 18, 2017, announcing closing of the Notes offering |
|||
About MEDLEY LLC (NYSE:CHMT)
Chemtura Corporation is a developer, manufacturer and marketer of engineered industrial specialty chemicals. The Company’s products are sold to industrial manufacturing customers for use as additives, ingredients or intermediates that add value to their end products. It operates through two segments: Industrial Performance Products and Industrial Engineered Products. Its Industrial Performance Products segment is a manufacturer and marketer of lubricant additive components, synthetic lubricant base-stocks, synthetic finished fluids, calcium sulfonate specialty greases and phosphate and polyester-based fluids, and also engaged in the development and production of hot cast elastomer pre-polymers. Its Industrial Engineered Products segment is a developer and manufacturer of bromine and bromine-based products and organometallic compounds. It operates in a range of end-use industries, including automotive, building and construction, electronics, lubricants, packaging and transportation. MEDLEY LLC (NYSE:CHMT) Recent Trading Information
MEDLEY LLC (NYSE:CHMT) closed its last trading session 00.00 at 33.15 with 271,842 shares trading hands.
