Phenixfin Corporation · NASDAQ:PFX
Phenixfin — Sierra Income — Merger or Acquisition (August 2018)
12 slides from Phenixfin's merger presentation, August 2018
Slide 1: Investor Presentation: Merger Overview
Investor Presentation Sierra Income Corporation, Medley Capital Corporation and Medley Management Inc. Merger Overview August 2018
Slide 2: Important Notices
Important Notices This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statement
Slide 3: Important Notices: Additional Information and Where to Find It
Important Notices Additional Information and Where to Find It In connection with the proposed transactions, Sierra intends to file with the SEC and mail to its stockholders a Registration Statement on Form N-14 that will include a proxy statement and that also will constitute a prospectus of Sierra,
Slide 4: Transaction Rationale
Transaction Rationale The combination of Sierra Income Corp. (“Sierra”), Medley Capital Corp. (“MCC”), and Medley Management Inc. (“Medley”) will create a leading, publicly-traded internally managed BDC Creates the 2nd largest internally managed and 7th largest publicly traded BDC1 1 • $2 billion of
Slide 5: Transaction Results in Increased Scale
Transaction Results in Increased Scale Transaction would create the 2nd largest internally managed and the 7th largest publicly traded BDC Manager Assets Market Cap Price / NAV 2019E NII / Price 2019E NII / NAV Ares Capital Corporation $ 12,693 $ 7,417 1.03 x 9.7 % 9.9 % 1 Corporate Capital Trust, I
Slide 6: Pro-forma Leadership Team
Pro-forma Leadership Team The senior executive team will remain intact as part of this transaction Brook Taube, Chairman and Chief Executive Officer Seth Taube, Vice Chairman Jeff Tonkel, President Richard Allorto, Chief Financial Officer John Fredericks, General Counsel Source: Medley management Pa
Slide 7: Transaction Summary
Transaction Summary • Combination of Sierra, MCC and Medley through two transactions: Structure − Merger of MCC into Sierra − Acquisition of Medley by Sierra; Medley will operate as a subsidiary of Sierra • Each MCC share will be converted into 0.8050 shares of Sierra Common Stock • Each share of MD
Slide 8: Current Structure
Current Structure MDLY Unitholders (NYSE: MDLY) Medley LLC Other MCC SIC Advisory Advisors Advisors Entities Advisory Contract Advisory Contract Advisory Contracts MCC Private Funds Sierra (NYSE: MCC) and SMAs, Etc. Source: Medley management Page 8
Slide 9: Pro-Forma Structure
Pro-Forma Structure Pro-Forma Sierra Transaction Highlights • Sierra is the acquirer of both Medley and MCC A A Sierra • MCC merges with and into Sierra for common stock B (Ticker: TBD) − 0.8050 Sierra shares per MCC share − Total value to MCC shareholders depends on the market valuation of Sierra a
Slide 10: Sierra Pro-Forma Portfolio Summary
Sierra Pro-Forma Portfolio Summary Investment Type Floating vs Fixed Rate1 4% 6% 8% 12% First Lien Floating Second Lien Equity Fixed Unsecured 76% 94% Industry Sponsor / Non-Sponsor Services: Business Healthcare & Pharmaceuticals 14% 17% High Tech Industries 33% Construction & Building 10% Banking,
Slide 11: Combined Debt Maturity Profile
Combined Debt Maturity Profile Liabilities are well diversified with a staggered debt maturity profile with estimated regulatory leverage of 0.62x1 $300.0 $250.0 Sierra - ING Revolver $200.0 (incremental) $38.4 USD in Millions SBA $150.0 Debenture Notes $5.0 $100.0 Sierra - 2021 2023 SBA ING Notes A
Slide 12: Summary
Summary The combination of Sierra, MCC and Medley will create a leading, publicly-traded internally managed BDC Creates the 2nd largest internally managed and 7th largest publicly traded BDC1 1 Creates a single, larger, diversified balance sheet 2 + Expected to increase liquidity for shareholders of