Two of Medley Capital Corporation’s (MCC) independent board members resigned on Tuesday, according to a US regulatory filing submitted the next day – a development that also put the business development company in hot water with the New York Stock Exchange.
The New York-based mid-market lender announced on 19 March that John E. Mack and Mark Lerdal had resigned the previous day from MCC’s board of directors, effective immediately, Securities and Exchange Commission documents read.
The SEC documents stated that the departures were not caused by any negative interactions with MCC, which could not be reached for comment, or by any disparities with how the BDC operates.
The two men served on the special committee that evaluated and unanimously recommended the proposed transaction with which Sierra Income Corporation, a private BDC advised by MCC’s advisor Medley Management (MDLY), would acquire both MCC and MDLY.
The two board exits prevent the vehicle from meeting two NYSE compliance regulations: one requiring listed companies’ boards to have a majority of directors be independent, and another requiring the boards to have at least three independent directors.
Following the resignations of Mack and Lergal, the MCC board now has only two independent directors. The BDC received a “Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing” from the NYSE on 19 March.
This news comes less than a week after shareholders were supposed to vote about the pending merger. The 15 March meeting was rescheduled for 29 March; a reason for the delay was not publicly stated.
At the end of February, NexPoint Advisors released a statement saying that if the original proposed merger did not go through and if the nomination window opened, they would nominate two people from outside of their firm to join the board.
Medley Management is an asset management firm with more than $4.8 billion in assets under management.