Phenixfin Corporation · NASDAQ:PFX
Phenixfin — Medley Capital — Merger or Acquisition (July 2019)
16 slides from Phenixfin's merger presentation, Jul 29, 2019
Slide 1: Merger Update
Investor Presentation Sierra Income Corporation, Medley Capital Corporation and Medley Management Inc. Merger Update July 29, 2019
Slide 2: Forward-looking statements
This presentation contains “forward - looking” statements, including statements regarding the proposed transactions . Such forward - looking statements reflect current views with respect to future events and financial performance, and each of Sierra Income Corporation (“Sierra”), Medley Capital Corp
Slide 3: Additional Information and Where to Find It
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 an amendment to the Registration Statement on Form N - 14 that will include a proxy statement and that also will constitute a prospectus of Sierr
Slide 4: Key Transaction Highlights
The combination of Sierra Income Corp. (“Sierra”), Medley Capital Corp. (“MCC”) and Medley Management Inc. (“MDLY”) will create a leading, publicly traded internally managed BDC Key Transaction Highlights Note: The Combined Company refers to the surviving entity following the merger of MCC with and
Slide 5: Transaction Results in Increased Scale
Transaction Results in Increased Scale Transaction is expected to create the 3rd largest internally managed and the 13th largest publicly traded BDC Page 5 Source: SNL Financial, Company Filings Note: Figures are in millions. Market data as of June 28, 2019 ; BDC peer set provided by management. BDC
Slide 6: Transaction Summary
Transaction Summary 1. The merger of Sierra and MDLY is not contingent upon the closing of the merger of Sierra and MCC. 2. The actual exchange ratio will be determined prior to closing and will be subject to adjustment for certain potential costs assoc iat ed with the transaction. The settlement fu
Slide 7: Illustrative Pro Forma Structure
Illustrative Pro Forma Structure Page 7 Advisory Contracts Advisory Contract Advisory Contract 1. Assumes SEC staff confirms Sierra can rely on existing no - action relief permitting a BDC to own a registered investment adviser. Pro - Forma SIC Sierra (Ticker: TBD) MDLY (NYSE : MDLY) 1 Medley LLC Ad
Slide 8: Review of Independent Decision Framework
Review of Independent Decision Framework x Three Special Committees were formed and consisted solely of independent directors x Three independent financial advisors were engaged by the respective Special Committees x Three independent law firms with deep M&A knowledge advised their respective indepe
Slide 9: Independent Special Committees and Advisors
Sierra MCC Independent Special Committees and Advisors MDLY Special Committees of Independent Directors • Stephen R. Byers (Chair) • Oliver T. Kane • Valerie Lancaster - Beal • David A. Lorber (Chair) • Arthur Ainsberg • Karin Hirtler - Garvey • Lowell W. Robinson • Jeffrey T. Leeds (Chair) • Guy Ro
Slide 10: Key Corporate Governance Highlights
Key Corporate Governance Highlights The Combined Company will feature a strong corporate governance structure and greater management alignment with shareholders x Board composition consistent with industry best practices - greater independence (4 out of 5 directors will be independent and an indepen
Slide 11: Sierra Pro-Forma Portfolio Summary
16% 10% 9% 8% 6% 6% 5% 4% 4% 3% 29% Services: Business Healthcare & Pharmaceuticals High Tech Industries Construction & Building Aerospace & Defense Banking, Finance, Insurance & Real Estate Wholesale Automotive Multi-Sector Holdings Energy: Oil & gas Other Sierra Pro - Forma Portfolio Summary Inves
Slide 12: Combined Debt Maturity Profile
$- $50.0 $100.0 $150.0 $200.0 $250.0 $300.0 2018 2019 2020 2021 2022 2023 2024 2025 USD in Millions Combined Debt Maturity Profile Page 12 1. Estimates of Sierra’s post - merger financial position are based on the publicly reported financial information of Sierra, MCC and MDLY as o f March 31, 2019
Slide 13: Medley Platform
13 Medley Platform
Slide 14: Medley Platform Overview
Page 14 Medley Platform Overview Structured Credit Tactical Opportunities Direct Lending • Lending solutions for private, middle market companies in the U.S. • National direct origination franchise • Medley leads origination , underwriting and credit management Corporate Credit • Primarily focused o
Slide 15: Page 1. Data provided for illustration purposes only. For performance of complete portfolio please
Page 15 1. Data provided for illustration purposes only. For performance of complete portfolio please see public filings . Past performance is not indicative of future results. 2. The portfolio data for the Combined Company refers to the combined portfolio of MCC and Sierra as though they were combi
Slide 16: Summary
The combination of Sierra, MCC and MDLY expected to create a leading, publicly - traded internally managed BDC Summary 1. Bloomberg , Capital IQ and IBES as of June 28, 2019. Ranking based upon assets as of March 31, 2019. Expected to create the 3rd largest internally managed and 13th largest public