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): ~~May~~June 251, 2021

MEDLEY LLC

(Exact name of registrant as specified in its charter)

Delaware

001-37857

27-2437343

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

280 Park Avenue, 6th Floor East

New York, New York 10017

(Address of principal executive offices) (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 filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
6.875% Notes due 2026 7.25% Notes due 2024	MDLX MDLQ	New York Stock Exchange New York Stock Exchange
6.875% Notes due 2026	MDLX	New York Stock Exchange
7.25% Notes due 2024	MDLQ	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

OnAppointment ~~May~~of ~~25,~~Independent ~~2021,~~Manager Medley LLC (“Medley LLC” or the “Company”) received a notice from the New York Stock Exchange (the “NYSE”) indicating that Medley LLC is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria set forth in Section 802.01E of ~~the NYSE Listed Company Manual.~~ Medley LLC did not file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the “Form 10-Q”) with the Securities and Exchange Commission (the “SEC”) on or before May 24, 2021, the extended period provided for the filing under Rule 12b-25(b) of the Securities Exchange Act of 1934, as amended.

~~The~~In ~~NYSE~~respect ~~informed~~of Medley LLC ~~that, under the NYSE~~’s ~~rules,~~ (“Medley LLC”) ~~can~~pending ~~regain~~voluntary ~~compliance~~case ~~with~~under ~~Section~~chapter ~~802.01E~~11 of ~~the~~title ~~NYSE~~11 ~~listing~~of ~~requirements~~the byUnited ~~filing~~States Code in the ~~Form~~United ~~10-Q~~States ~~with~~Bankruptcy Court for the ~~SEC~~District atof ~~any~~Delaware ~~time~~captioned ~~prior~~In tore: ~~November~~Medley 24LLC, ~~2021~~Case No. If 21-10526 (KBO) (the “Medley LLC ~~fails~~Chapter 11 Case”) and as authorized and implemented pursuant to ~~file~~the adoption of the ~~Form~~Fifth ~~10-Q~~Amended byand ~~that~~Restated ~~date,~~Limited ~~the~~Liability ~~NYSE~~Company ~~may~~Agreement ~~grant,~~of Medley LLC as described in ~~its~~Item ~~sole~~5.03 ~~discretion~~of this Current Report on Form 8-K, aon ~~further~~June ~~extension~~1, of2021, upMichelle toDreyer ~~six~~was ~~additional~~appointed ~~months~~as ~~for~~the independent and sole manager (the “Manager”) of Medley LLC. Concomitantly towith ~~regain~~Ms. ~~compliance,~~Dreyer’s ~~depending~~appointment as independent Manager of Medley LLC, on ~~the~~June ~~specific~~1, ~~circumstances.~~2021, ~~The~~MDLY ~~NYSE~~resigned ~~notice~~as ~~indicates~~managing ~~that~~member ~~NYSE~~(“Managing ~~may~~Member”) ~~commence~~of ~~delisting~~Medley ~~proceedings~~LLC. Notwithstanding atsuch ~~any~~resignation, MDLY ~~time~~retains ~~during~~its ~~the~~membership ~~period~~interests ~~that~~in isMedley ~~available~~LLC toand ~~complete~~rights ~~the~~as ~~filing,~~a ifmember ~~circumstances~~of ~~warrant~~Medley LLC.

AsIn ~~reported~~connection inwith the ~~Form~~appointment ~~12b-25~~of ~~(the~~Ms. ~~“Form~~Dreyer ~~12b-25”)~~as ~~filed~~independent byManager of Medley LLC, ~~with~~Medley ~~the~~LLC ~~SEC~~entered oninto ~~May~~a ~~17,~~Service ~~2021,~~Agreement (the ~~Form~~“Service ~~10-Q~~Agreement”) ~~was~~with ~~delayed~~Corporation ~~because~~Service ofCompany ~~significant~~(“CSC”). Ms. ~~demands~~Dreyer ~~associated~~joined ~~with~~in ~~Medley~~the ~~LLC’s~~execution ~~Chapter~~of ~~11 case (~~the ~~“Medley~~Service ~~LLC~~Agreement ~~Chapter~~for 11the ~~Case”)~~limited ~~and~~purpose ~~significant~~of ~~work~~accepting inher ~~connection~~appointment ~~with~~as ~~the~~independent ~~deconsolidation~~Manager of Medley LLC’s ~~financial~~and ~~statements~~accepting ~~from~~and ~~those~~agreeing ofto ~~its~~be ~~historic~~bound ~~parent~~by ~~Medley~~all ~~Management Inc. (“MDLY”) as~~ of the ~~petition~~terms ~~date~~and provisions of the ~~Medley~~Service ~~LLC~~Agreement ~~Chapter~~applicable 11to ~~Case~~Ms. AtDreyer ~~the~~as ~~time~~independent ofManager. The ~~the~~Service ~~filing~~Agreement ofprovides ~~the~~that ~~Form 12b-25,~~ Medley LLC ~~expected~~shall topay ~~timely~~CSC ~~file~~an ~~the~~initial ~~Form~~$75,000 ~~10-Q~~fee ~~within~~upon ~~the~~execution ~~five~~for ~~calendar~~the ~~day~~first ~~extension~~60 ~~period~~days ~~afforded~~from bythe ~~Rule~~effective ~~12b-25. However~~date, aswith athe ~~result~~independent ofManager’s ~~significant~~time ~~work~~thereafter ~~that~~billed ~~remains~~at toa berate ~~done~~of in$625 ~~connection~~per ~~with~~hour. The ~~the~~Service ~~accounting~~Agreement ~~treatment~~also ~~thereof,~~provides ~~Medley~~for ~~LLC~~the ~~was~~reimbursement ~~unable~~of tocertain ~~timely~~expenses ~~file~~incurred ~~the~~by ~~Form~~CSC ~~10-Q~~or ~~within~~ the ~~extension~~independent ~~period~~Manager ~~afforded~~pursuant byto ~~Rule~~the ~~12b-25~~Service Agreement.

~~Medley~~There ~~LLC~~are ~~continues~~no torelated-party ~~work~~transactions ~~diligently~~involving ~~to complete~~ the ~~deconsolidation~~registrant and ~~finalize the Form 10-Q~~Ms. ~~Although~~Dreyer ~~Medley~~that ~~LLC~~are ~~plans~~required to ~~file~~be ~~the~~disclosed ~~Form~~under ~~10-Q~~Item as404(a) ~~soon as possible after completion and finalization~~ of ~~Form~~Regulation 10S-~~Q financial statements and disclosures and completion of review processes, Medley LLC is unable to predict a specific filing date at this time~~K.

InItem ~~accordance~~5.03. ~~with~~Amendments ~~the NYSE Listed Company Manual, Medley LLC has contacted the NYSE~~ to ~~discuss~~Articles ~~the status~~ of ~~the~~Incorporation ~~Form~~or ~~10-Q.~~Bylaws; OnChange ~~June~~in 1,Fiscal ~~2021, Medley LLC issued a press release announcing the receipt of the notice of non-compliance from the NYSE~~Year. ~~A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.~~

~~Item~~Fifth ~~8.01.~~Amended ~~Other~~and ~~Events.~~Restated Limited Liability Company Agreement of Medley LLC

On ~~May~~June 261, 2021, ~~certain~~MDLY ~~related~~(as ~~separately~~Medley ~~managed~~LLC’s ~~account~~outgoing ~~clients~~Managing ~~(collectively,~~Member) ~~the~~approved ~~“Client”)~~and ~~terminated~~adopted the ~~investment~~Fifth ~~period~~Amended ~~under~~and ~~each~~Restated ofLimited ~~Client’s~~Liability ~~investment~~Company ~~management~~Agreement ~~agreements, effective as~~ of ~~such~~Medley ~~date. As a result~~LLC, ~~Client~~dated ~~will~~and ~~have~~effective noas ~~obligation to make further capital contributions to fund new investments. As~~ of ~~May~~June 261, 2021, ~~Client’s~~(the ~~undrawn~~“Fifth ~~capital~~Medley ~~commitment~~LLC ~~was~~Operating ~~approximately $728 million in the aggregate~~Agreement”). The InFifth ~~accordance with Client’s investment management agreements,~~ Medley ~~will~~ ~~continue~~LLC toOperating ~~manage~~Agreement ~~the~~supersedes ~~repayment~~ and ~~realization~~replaces ~~of investments remaining in Client’s accounts to their scheduled maturities or disposition, as~~ the ~~case~~Fourth ~~may~~Amended ~~be;~~and ~~provided~~Restated ~~that~~Limited ~~Client~~Liability ~~has~~Company ~~the~~Agreement ~~right to terminate its investment management agreements and Medley's management~~ of ~~the existing investments upon 15 days’ written notice to~~ Medley LLC, indated ~~addition to such other termination rights~~ as ~~provided~~of inSeptember ~~Client’s~~23, ~~investment~~2014, ~~management agreements. The existing investments remaining in Client’s investment accounts~~ as ofamended ~~May~~February 263, 2021 ~~represented~~(the ~~approximately~~“Prior ~~$63 million~~Operating Agreement), in ~~the~~its ~~aggregate~~entirety.

~~For~~The ~~the~~Fifth ~~years~~Medley ~~ended~~LLC ~~December~~Operating 31Agreement was adopted to, ~~2020~~among ~~and~~other ~~2019~~things, ~~Client~~provide ~~represented~~for ~~approximately~~separate ~~2.2%~~“manager” and ~~2.5%,~~“member” ~~respectively,~~roles ofin Medley’s ~~total~~LLC ~~management~~in ~~fees.~~order Asto ofauthorize ~~March~~and ~~31,~~implement ~~2021,~~the ~~Client~~appointment ~~represented~~of ~~approximately~~an ~~30.8%~~independent ofManager for Medley’s ~~AUM~~LLC. As ~~and~~described 4in Item 5.7%02 of ~~Medley’s~~this ~~Fee~~Current ~~Earning~~Report ~~AUM.~~on ~~AUM~~Form ~~refers~~8-K, on June 1, 2021, pursuant to the ~~assets~~Fifth of Medley’s ~~funds~~LLC Operating Agreement, ~~which~~Michelle ~~represents~~Dreyer ~~the~~was ~~sum~~appointed ofas the ~~net~~independent ~~asset~~Manager ~~value~~ of ~~such~~Medley ~~funds~~LLC, ~~the~~and ~~drawn~~MDLY ~~and~~resigned ~~undrawn~~as ~~debt~~Managing ~~(at~~Member ~~the~~of ~~fund~~Medley ~~level~~LLC. Notwithstanding such resignation, ~~including~~MDLY ~~amounts~~retains ~~subject~~its tomembership ~~restrictions)~~interests in Medley LLC and ~~uncalled~~rights ~~committed~~as ~~capital~~a ~~(including~~member ~~commitments~~of toMedley ~~funds~~LLC. Ms. ~~that~~Dreyer ~~have~~is ~~yet~~party to ~~commence~~the ~~their~~Fifth ~~investment~~Medley ~~periods).~~LLC ~~Fee~~Operating ~~earning~~Agreement ~~AUM~~in ~~refer~~her tocapacity ~~the~~as ~~assets~~independent ~~under~~Manager ~~management~~of onMedley ~~which~~LLC. MDLY executed the ~~Company~~Fifth ~~directly~~Medley ~~earns~~LLC ~~base~~Operating ~~management~~Agreement ~~fees~~in its capacity as Medley LLC’s outgoing Managing Member.

~~Cautionary~~The ~~Notice~~Fifth ~~Regarding~~Medley ~~Forward~~LLC Operating Agreement additionally reflects changes resulting from the integration of provisions from (and the elimination of provisions rendered unnecessary by) the previously reported First Amendment, dated as of February 3, 2021, to the Prior Operating Agreement, and Medley LLC’s corresponding election as authorized thereby to classify Medley LLC as a corporation for income tax purposes, as described in Medley LLC’s Current Report on Form 8-~~Looking~~K ~~Statements~~filed on February 9, 2021.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of Medley’s management and are subject to significant risks and uncertainties. The ~~above~~foregoing ~~statements~~description ~~regarding Medley’s plans associated with the Form 10-Q including completion~~ of ~~work associated therewith,~~ the ~~timing~~Fifth thereof, and the timing of the filing of the Form 10-Q, and other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements that are based on Medley’s ~~current~~LLC ~~expectations.~~Operating ~~Because~~Agreement ~~these~~does forward-looking statements involve risks and uncertainties, there are important factors that could cause Medley's actual results, as well as Medley's expectations regarding materiality or significance, to differ materially from those in the forward-looking statements. These factors include, but are not ~~limited~~purport to, ~~the~~be ~~following: (i) the outcome of the formal review process being undertaken by Sierra Income Corporation (“Sierra”) to evaluate strategic alternatives for Sierra~~complete, and ~~whether~~is ~~Sierra’s~~qualified ~~review process results~~ in aits ~~termination~~entirety ofby ~~Medley’s~~reference ~~advisory agreement with Sierra, which event would have a significant and material adverse effect on Medley’s business and prospects in which case we believe that Medley would likely not be able~~ to ~~continue operations; (ii)~~ the ~~outcome~~full oftext the ~~Medley~~Fifth ~~LLC Chapter 11 Case and~~ Medley LLC’s ~~ability~~Operating ~~to successfully reorganize and emerge from bankruptcy protection; (iii) Medley LLC’s ability to develop and propose an amended Chapter 11 Plan of Reorganization of Medley LLC (“Plan”)~~Agreement, ~~successfully~~a ~~attain~~copy ~~Bankruptcy Court confirmation~~ of ~~any~~which ~~such~~is ~~amended~~filed ~~Plan that Medley LLC may propose, and thereafter successfully consummate and implement such Plan in accordance with the terms thereof;~~ as ~~previously~~Exhibit ~~reported~~3.1 into ~~our~~this Current Report on Form 8-K ~~filed on May 13, 2021, pursuant to filings with the Bankruptcy Court, on May 13, 2021, Medley LLC withdrew its original Plan~~ and ~~Disclosure~~which ~~Statement;~~document ~~Medley~~is ~~LLC~~incorporated has to date been unable to successfully develop an amended Plan and an amended Disclosure Statement; (iv) since the commencement of Medley LLC’s Chapter 11 proceedings we have experienced and may continue to experience certain adverse effects on our business, including employee attrition, client attrition and a reduction in assets under management; (v) whether the Bankruptcy Court will confirm any amended plan of reorganization that Medley LLC may develop and propose (there being the risk that any amended plan of reorganization that Medley LLC may propose may never be confirmed by ~~the~~reference Bankruptcy Court or become effective); (vi) additional risks related to the Medley LLC Chapter 11 Case and any reorganization in connection therewith, including, but not limited to, risks associated with any reorganization that Medley LLC may pursue (including but not limited to risks associated with potential changes to our capital structure), the Bankruptcy Court may grant or deny motions in a manner adverse to Medley LLC, claims that may not be discharged in the Medley LLC Chapter 11 Case, adverse publicity in connection with Medley LLC’s bankruptcy petition, the impact of the Medley LLC Chapter 11 Case on our overall future financial performance, and risks related to trading in our securities during the pendency of the Medley LLC Chapter 11 Case; (vii) in the event Medley LLC is unable to successfully develop an amended Plan, or any such Plan that Medley LLC proposes fails to attain confirmation of the Bankruptcy Court, Medley LLC may have no suitable alternatives reasonably available to it other than a liquidation under Chapter 11 of the Bankruptcy Code, or to convert the Medley LLC Chapter 11 Case into a liquidation case under Chapter 7 of the Bankruptcy Code, in which event a Chapter 7 trustee would be appointed to liquidate Medley LLC’s assets for distribution in accordance with the priorities established by the Bankruptcy Code; (viii) our ability to continue as a going concern; (ix) the outcome of, the timeframe for, and the ultimate resolution of the matters raised by the Wells Notices received by MDLY, Medley LLC and certain pre-IPO owners of Medley LLC, including whether any enforcement action will be brought and the full extent of the potential implications thereof; any adverse outcome in connection therewith could have a material effect on our business, financial condition, or results of operations; (x) difficult market and political conditions; (xi) our success in retaining or recruiting, or changes required in, our officers, key employees or directors; (xii) our ability to successfully compete for and retain fund investors, assets, professional talent and investment opportunities; (xiii) our ability to successfully formulate and execute our business, investment and growth strategies; (xiv) our financial performance; (xv) our ability to consummate or successfully integrate development opportunities, acquisitions or joint ventures; (xvi) our ability to manage conflicts of interest; (xvii) our assumptions relating to our operations, investment performance, financial results, financial condition, business prospects, growth strategy and liquidity; (xviii) the uncertain effect of COVID-19 or other future pandemics or events on our business, operating results and financial condition, including disruption to our customers, our employees, the global economy and financial markets; (xix), our ability to regain and maintain compliance with NYSE continued listing requirements and our ability to maintain our NYSE listing, and (xx) any further delays associated with the completion and filing of the Form 10-Q, as to which we are unable to provide a specific filing date at this ~~time~~Item 5.03.

All forward-looking statements made herein speak only as of the date of this Current Report on Form 8-K. Except as required by law, Medley LLC undertakes no obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements. For a discussion of a variety of risk factors affecting Medley LLC’s business and prospects, see “Risk Factors” in Medley LLC’s annual and quarterly reports filed with the SEC including, but not limited to, its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which has been filed with the SEC and is available on our website (www.mdly.com) and on the SEC’s website (www.sec.gov).

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

Exhibit No.	Description

3.1	Fifth Amended and Restated Limited Liability Company Agreement of Medley LLC, dated as of June 1, 2021.

~~99.1 Press Release of Medley LLC dated June 1, 2021.~~SIGNATURES

SIGNATURE

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.

MEDLEY LLC

By:	/s/ Richard T. Allorto, Jr.
	Name:	Richard T. Allorto, Jr.
	Title:	Chief Financial Officer

Date: June 13, 2021

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