SIRR / Sierra Income Corp - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Sierra Income Corp
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HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1523526
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Sierra Income Corp
SEC Filings (Chronological Order)
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March 7, 2022 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-54650 Sierra Income Corporation* (Exact name of registrant as specified

February 25, 2022 N-54C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-54C NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-54C NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT COMPANY ACT OF 1940 The undersigned business development company hereby notifies the Securities and Exchange Commission that it withdraws its election

February 25, 2022 EX-3.2

Bylaws of Sierra Income Corporation

EX-3.2 3 ea156187ex3-2sierra.htm BYLAWS OF SIERRA INCOME CORPORATION Exhibit 3.2 SIERRA INCOME CORPORATION BYLAWS ARTICLE I OFFICES The principal office of the Corporation in the State of Maryland shall be located at such place as the Board of Directors may designate. The Corporation may have additional offices, including a principal executive office, at such places as the Board of Directors may f

February 25, 2022 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

8-K 1 ea156187-8ksierra.htm CURRENT REPORT 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): February 24, 2022 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) 0-54650 Maryland 45-2544432 (Commission F

February 25, 2022 EX-3.1

Articles of Amendment and Restatement of Sierra Income Corporation

EX-3.1 2 ea156187ex3-1sierra.htm ARTICLES OF AMENDMENT AND RESTATEMENT OF SIERRA INCOME CORPORATION Exhibit 3.1 SIERRA INCOME CORPORATION ARTICLES OF AMENDMENT AND RESTATEMENT THIS IS TO CERTIFY THAT: FIRST: Sierra Income Corporation, a Maryland corporation (which is hereinafter called the “Corporation”), desires to amend and restate its charter as currently in effect and as hereinafter amended. S

February 23, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 ea156076-defa14asierrainc.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, f

February 18, 2022 8-K

Other Events

8-K 1 ea155925-8ksierracorp.htm FORM 8-K 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): February 17, 2022 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdicti

February 14, 2022 425

Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical facts, are not guarantees of future performance or results of Barings BDC, Inc. (“Barings BDC”), Sierra Inco

Filed by Barings BDC, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation. Commission File No.: 814-00924 Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical fact

February 3, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ea154938-defa14asierra.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Prelimina

February 1, 2022 8-K

Other Events

8-K 1 ea154801-8ksierraincomecorp.htm CURRENT REPORT 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): January 31, 2022 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other

January 25, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ea154458-defa14asierrainc.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the a

January 21, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ea154319-defa14asierra.htm FORM DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Prel

January 18, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of

January 11, 2022 DEFA14A

UNITED STATES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

January 3, 2022 425

2

Filed by Sierra Income Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation Commission File No.

December 30, 2021 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 ea153210-8ksierra.htm CURRENT REPORT 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): December 27, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) 0-54650 Maryland 45-2544432 (Commission F

December 30, 2021 DEFA14A

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): December 27, 2021 Sierra Income C

DEFA14A 1 ea153210-8ksierra.htm CURRENT REPORT 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): December 27, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) 0-54650 Maryland 45-2544432 (Commissi

December 30, 2021 EX-10.2

Notice of Termination relating to the Administration Agreement

Exhibit 10.2 December 27, 2021 BY U.S. MAIL AND ELECTRONIC MAIL Mr. Richard T. Allorto, Jr. Chief Financial Officer SIC Advisors LLC 100 Park Avenue, 16th Floor New York, New York 10017 Re: Termination of the Investment Advisory Agreement (“Advisory Agreement”) by and between Sierra Income Corporation (“Sierra”) and SIC Advisors LLC (the “Adviser”) Dear Mr. Allorto: I am writing on behalf of Sierr

December 30, 2021 EX-10.1

Notice of Termination relating the Advisory Agreement

Exhibit 10.1 December 27, 2021 BY U.S. MAIL AND ELECTRONIC MAIL Mr. Richard T. Allorto, Jr. Chief Financial Officer SIC Advisors LLC 100 Park Avenue, 16th Floor New York, New York 10017 Re: Termination of the Investment Advisory Agreement (“Advisory Agreement”) by and between Sierra Income Corporation (“Sierra”) and SIC Advisors LLC (the “Adviser”) Dear Mr. Allorto: I am writing on behalf of Sierr

December 30, 2021 EX-10.2

Notice of Termination relating to the Administration Agreement

Exhibit 10.2 December 27, 2021 BY U.S. MAIL AND ELECTRONIC MAIL Mr. Richard T. Allorto, Jr. Chief Financial Officer SIC Advisors LLC 100 Park Avenue, 16th Floor New York, New York 10017 Re: Termination of the Investment Advisory Agreement (“Advisory Agreement”) by and between Sierra Income Corporation (“Sierra”) and SIC Advisors LLC (the “Adviser”) Dear Mr. Allorto: I am writing on behalf of Sierr

December 30, 2021 EX-10.1

Notice of Termination relating the Advisory Agreement

Exhibit 10.1 December 27, 2021 BY U.S. MAIL AND ELECTRONIC MAIL Mr. Richard T. Allorto, Jr. Chief Financial Officer SIC Advisors LLC 100 Park Avenue, 16th Floor New York, New York 10017 Re: Termination of the Investment Advisory Agreement (?Advisory Agreement?) by and between Sierra Income Corporation (?Sierra?) and SIC Advisors LLC (the ?Adviser?) Dear Mr. Allorto: I am writing on behalf of Sierr

December 28, 2021 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFM14A 1 defm14a1221sierraincome.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐

December 28, 2021 425

Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical facts, are not guarantees of future performance or results of Barings BDC, Inc. (“Barings BDC”), Sierra Inco

Filed by Barings BDC, Inc. Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation. Commission File No.: 814-00924 Forward-Looking Statements This communication contains “forward-looking statements,” which are statements other than statements of historical fact

November 18, 2021 425

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): November 18, 2021 Barings BDC, In

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): November 18, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of Incorporation) (Commission Fil

November 15, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-00924 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 45-2544432 (State or Other Jurisdiction of Incorporation or Organization) (I.

October 22, 2021 8-K

Other Events

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): October 18, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) 0-54650 Maryland 45-2544432 (Commission File Number) (State or other jurisdiction of

October 20, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A 1 ea149185-defa14asierra.htm DEFINITIVE ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commis

September 29, 2021 DEFA14A

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): September 29, 2021 Sierra Income

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): September 29, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdiction of incorporation) 45-2544432 (Commiss

September 29, 2021 EX-99.1

Letter to Stockholders Suspending the Company’s Distribution Reinvestment Plan.

Exhibit 99.1 100 Park Avenue New York, NY 10017 September 29, 2021 IMPORTANT NOTICE IMMEDIATE SUSPENSION OF DISTRIBUTION REVINVESTMENT PLAN Dear Stockholder: I am writing you to provide an important information regarding Sierra Income Corporation (the ?Company?). On September 21, 2021, the Company?s Board of Directors (the ?Board?) approved the suspension of the Company?s distribution reinvestment

September 29, 2021 8-K

Financial Statements and Exhibits, Other Events

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): September 29, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdiction of incorporation) 45-2544432 (Commiss

September 29, 2021 EX-99.1

100 Park Avenue New York, NY 10017

Exhibit 99.1 100 Park Avenue New York, NY 10017 September 29, 2021 IMPORTANT NOTICE IMMEDIATE SUSPENSION OF DISTRIBUTION REVINVESTMENT PLAN Dear Stockholder: I am writing you to provide an important information regarding Sierra Income Corporation (the ?Company?). On September 21, 2021, the Company?s Board of Directors (the ?Board?) approved the suspension of the Company?s distribution reinvestment

September 23, 2021 425

Barings BDC, Inc. September 22, 2021

Filed by Barings BDC, Inc. (Commission File No. 814-00733) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation. (Commission File No. 814-00924) The following is a transcript of a conference call held by Barings BDC, Inc. on September 22, 2021 at 9:00 a.m.,

September 22, 2021 EX-99.1

SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC

EX-99.1 3 ny20000760x1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC CHARLOTTE, N.C., & NEW YORK, N.Y., September 21, 2021 - Barings BDC, Inc. (NYSE: BBDC) ("Barings BDC") and Sierra Income Corporation ("Sierra

September 22, 2021 EX-2.1

Agreement and Plan of Merger, by and among Barings BDC, Inc., Mercury Acquisition Sub, Inc., Sierra Income Corporation and Barings LLC, dated as of September 21, 2021.

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BARINGS BDC, INC., MERCURY ACQUISITION SUB, INC., SIERRA INCOME CORPORATION, and BARINGS LLC Dated as of September 21, 2021 TABLE OF CONTENTS Article I THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Articles of Incorporation and Bylaws 3 Section 1.5 Board of Directors

September 22, 2021 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among BARINGS BDC, INC., MERCURY ACQUISITION SUB, INC., SIERRA INCOME CORPORATION, BARINGS LLC Dated as of September 21, 2021

EX-2.1 2 ny20000760x1ex2-1.htm EXHIBIT 2.1 TABLE OF CONTENTS Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER   by and among BARINGS BDC, INC.,   MERCURY ACQUISITION SUB, INC.,   SIERRA INCOME CORPORATION,   and   BARINGS LLC   Dated as of September 21, 2021 TABLE OF CONTENTS TABLE OF CONTENTS Article I THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 The Closing 2 Section 1.3 Effecti

September 22, 2021 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): September 21, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) 0-54650 Maryland 45-2544432 (Commission File Number) (State or other jurisdiction o

September 22, 2021 DEFA14A

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): September 21, 2021 Sierra Income

DEFA14A 1 ea147757-8ksierra.htm CURRENT REPORT 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): September 21, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) 0-54650 Maryland 45-2544432 (Commiss

September 22, 2021 EX-2.1

Agreement and Plan of Merger, by and among Barings BDC, Inc., Mercury Acquisition Sub, Inc., Sierra Income Corporation and Barings LLC, dated as of September 21, 2021.*

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among BARINGS BDC, INC., MERCURY ACQUISITION SUB, INC., SIERRA INCOME CORPORATION, and BARINGS LLC Dated as of September 21, 2021 TABLE OF CONTENTS Article I THE MERGERS 2 Section 1.1 The Mergers 2 Section 1.2 The Closing 2 Section 1.3 Effective Time 2 Section 1.4 Articles of Incorporation and Bylaws 3 Section 1.5 Board of Directors

September 22, 2021 EX-99.1

Joint press release of Barings BDC, Inc. and Sierra Income Corporation, dated September 21, 2021.

Exhibit 99.1 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC CHARLOTTE, N.C., & NEW YORK, N.Y., September 21, 2021 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC”) and Sierra Income Corporation (“Sierra”) announced today that they have entered into

September 22, 2021 EX-99.2

EX-99.2

Exhibit 99.2

September 22, 2021 EX-99.1

SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC

Exhibit 99.1 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC CHARLOTTE, N.C., & NEW YORK, N.Y., September 21, 2021 - Barings BDC, Inc. (NYSE: BBDC) (“Barings BDC”) and Sierra Income Corporation (“Sierra”) announced today that they have entered into

September 22, 2021 425

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): September 21, 2021 Barings BDC, I

425 1 ny20000760x18k.htm 425 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): September 21, 2021 Barings BDC, Inc. (Exact name of registrant as specified in its charter) Maryland 814-00733 06-1798488 (State or Other Jurisdiction of

September 21, 2021 425

SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY TO BE MANAGED BY BARINGS LLC Enhances Scale, Earnings Profile and Positions the Combined Company as a Market Leading BDC

Filed by: Barings BDC, Inc. (Commission File No.: 814-00733) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation (Commission File No.: 814-00924) Date: September 21, 2021 SIERRA INCOME CORPORATION TO MERGE WITH BARINGS BDC, INC. AND COMBINED COMPANY T

September 21, 2021 425

Filed by: Barings BDC, Inc.

Filed by: Barings BDC, Inc. (Commission File No.: 814-00733) Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Sierra Income Corporation (Commission File No.: 814-00924) Date: September 21, 2021

September 1, 2021 8-K

Other Events

8-K 1 sicp202109018k.htm FORM 8-K 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): September 1, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdiction of i

August 13, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-00924 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 45-2544432 (State or Other Jurisdiction of Incorporation or Organization) (I.

August 13, 2021 EX-99.1

Commitment Letter, dated August 11, 2021, among Sierra Income Corporation, Medley LLC, Medley Capital LLC and SIC Advisors LLC

Exhibit 99.1 Medley LLC Medley Capital LLC SIC Advisors LLC 100 Park Avenue New York, NY 10017 Attention: Richard Allorto COMMITMENT LETTER Ladies and Gentlemen: Reference is made to that certain Term Sheet dated July 21, 2021 (the ?Term Sheet?) filed by debtor Medley LLC (the ?Debtor?) as Docket No. 276 in its chapter 11 case, In re Medley LLC, No. 21-10526 (KBO) (Bankr. D. Del. Mar. 7, 2021) (th

July 27, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): July 21, 2021 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commission F

July 8, 2021 SC TO-I/A

As filed with the Securities and Exchange Commission on July 8, 2021 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 193

As filed with the Securities and Exchange Commission on July 8, 2021 SECURITIES AND EXCHANGE COMMISSION Washington, D.

June 25, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

June 23, 2021 8-K

Other Events

8-K 1 sicp202106238k.htm FORM 8-K 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): June 23, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdiction of incor

June 16, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

June 2, 2021 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 28, 2021 EX-99.A1B

Letter of Transmittal

Exhibit 99(a)(1)(B) LETTER OF TRANSMITTAL PURSUANT TO THE OFFER TO PURCHASE DATED MAY 28, 2021 THIS OFFER WILL EXPIRE AT 11:59 P.

May 28, 2021 EX-99.A1D

Letter to Stockholders, dated May 28, 2021

Exhibit 99(a)(1)(D) LETTER TO STOCKHOLDERS THIS IS NOTIFICATION OF THE QUARTERLY REPURCHASE OFFER.

May 28, 2021 EX-99.A1C

Notice of Withdrawal

Exhibit 99(a)(1)(C) NOTICE OF WITHDRAWAL PURSUANT TO THE OFFER TO PURCHASE DATED MAY 28, 2021 NOTICE OF WITHDRAWAL OF TENDER REGARDING SHARES HELD IN SIERRA INCOME CORPORATION TENDERED PURSUANT TO THE OFFER TO PURCHASE DATED MAY 28, 2021 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT, AND THIS NOTICE OF WITHDRAWAL MUST BE RECEIVED BY SIERRA INCOME CORPORATION BEFORE, EITHER BY HAND-DELIVERY OR MAIL, 11:59 P.

May 28, 2021 EX-99.A1A

Offer to Purchase, dated May 28, 2021

EX-99.A1A 2 ex253968.htm EXHIBIT 99(A)(1)(A) Exhibit 99(a)(1)(A) OFFER TO PURCHASE FOR CASH BY SIERRA INCOME CORPORATION UP TO 391,863 SHARES OF COMMON STOCK AT A PURCHASE PRICE EQUAL TO $5.28, WHICH REPRESENTS THE COMPANY’S NET ASSET VALUE PER SHARE AS OF MARCH 31, 2021 THE OFFER WILL EXPIRE AT 11:59 P.M., EASTERN TIME, ON JUNE 29, 2021, UNLESS THE OFFER IS EXTENDED. To the Stockholders of Sierra

May 28, 2021 SC TO-I

As filed with the Securities and Exchange Commission on May 28, 2021 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SIERRA INCOME

As filed with the Securities and Exchange Commission on May 28, 2021 SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 27, 2021 8-K

Financial Statements and Exhibits, Other Events

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 27, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdiction of incorporation) 45-2544432 (Commission Fi

May 27, 2021 EX-99.1

SIERRA INCOME CORPORATION TO EXPLORE AND EVALULATE STRATEGIC ALTERNATIVES

EX-99.1 2 ex253550.htm EXHIBIT 99.1 Exhibit 99.1 SIERRA INCOME CORPORATION TO EXPLORE AND EVALULATE STRATEGIC ALTERNATIVES New York, NY (May 27, 2021) – Sierra Income Corporation (“Sierra” or the “Company”) today announced that its Board of Directors has entered into a formal review process to evaluate strategic alternatives for the Company. The Board of Directors has authorized the Special Commit

May 21, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 17, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdiction of incorporation) 45-2544432 (Commission Fi

May 14, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-00924 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 45-2544432 (State or Other Jurisdiction of Incorporation or Organization) (I.

April 29, 2021 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 29, 2021 EX-99.1

Sierra Income Corporation Announces Q2 2021 Distributions

EX-99.1 2 ex245108.htm EXHIBIT 99.1 Exhibit 99.1 Sierra Income Corporation Announces Q2 2021 Distributions NEW YORK, NY (April 29, 2021) – Sierra Income Corporation (“Sierra” or the “Company”) today announced that, on April 28, 2021, its Board of Directors (the “Board”) declared a series of monthly distributions for April, May, and June 2021 of $0.010 per share. Stockholders of record as of each r

April 29, 2021 8-K

Financial Statements and Exhibits, Other Events

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): April 28, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdiction of incorporation) 45-2544432 (Commission

April 28, 2021 DEF 14A

Schedule 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

April 23, 2021 EX-10.1

Incentive Fee Waiver Agreement, dated April 23, 2021, between and between Sierra Income Corporation and SIC Advisors LLC

Exhibit 10.1 INCENTIVE FEE WAIVER AGREEMENT This Incentive Fee Waiver Agreement (the ?Agreement?) is made on this 23rd day of April, 2021, by and between Sierra Income Corporation (the ?Company?) and SIC Advisors LLC (the ?Adviser?). Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Advisory Agreement (as defined below). WITNESSETH: WHEREAS, the Company i

April 23, 2021 EX-10.2

Expense Limitation Agreement, dated April 23, 2021, by and between Sierra Income Corporation and Medley Capital LLC

Exhibit 10.2 EXPENSE LIMITATION AGREEMENT This Expense Limitation Agreement (the ?Agreement?) is made on this 23rd day of April, 2021, by and between Sierra Income Corporation (the ?Company?) and Medley Capital LLC (the ?Administrator?). WITNESSETH: WHEREAS, the Company is a non-diversified, closed-end management investment company that has elected to be treated as a business development company u

April 23, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 20, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdiction of incorporation) 45-2544432 (Commission

March 19, 2021 10-K

Annual Report - FORM 10-K

10-K 1 sicp2020123110k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi

March 19, 2021 EX-21.1

List of Subsidiaries*

Exhibit 21.1 SUBSIDIARIES OF SIERRA INCOME CORPORATION Name Jurisdiction Alpine Funding LLC Delaware SIC AAR LLC Delaware SIC Investment Holdings LLC Delaware STRF Holdings LLC Delaware

February 24, 2021 8-K

Other Events

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): February 19, 2021 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 0-54650 (State or other jurisdiction of incorporation) 45-2544432 (Commissi

November 24, 2020 EX-10.1

Amendment No. 1 to Amended and Restated Loan Agreement, dated as of November 18, 2020, among Alpine Funding LLC, SIC Advisors LLC, the Financing Providers thereto, Citibank, N.A., as collateral agent and securities intermediary, Virtus Group, LP, as collateral administrator and JPMorgan Chase Bank, National Association, as administrative agent.

Exhibit 10.1 EXECUTION VERSION AMENDMENT NO. 1 to Amended and Restated Loan Agreement AMENDMENT NO. 1 dated as of November 18, 2020 (this “Agreement”), among Alpine Funding LLC (the “Borrower”), SIC Advisors LLC (the “Portfolio Manager”), the Financing Providers executing this Agreement on the signature pages hereto, Citibank, N.A., as collateral agent (in such capacity, the “Collateral Agent”) an

November 24, 2020 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - CURRENT REPORT

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): November 18, 2020 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commissi

November 16, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 o TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-00924 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 45-2544432 (State or Other Jurisdiction of Incorporation or Organization) (I.

August 14, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-00924 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 45-2544432 (State or Other Jurisdiction of Incorporation or Organization) (I.

August 10, 2020 8-K

Financial Statements and Exhibits, Other Events

8-K 1 sic8k08102020.htm 8-K 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): August 10, 2020 (August 10, 2020) Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or ot

August 10, 2020 EX-99.1

FILED: NEW YORK COUNTY CLERK 08/04/2020 04:49 PM INDEX NO. 652006/2019 NYSCEF DOC. NO. 40 RECEIVED NYSCEF: 08/04/2020 1 of 7 FILED: NEW YORK COUNTY CLERK 08/04/2020 04:49 PM INDEX NO. 652006/2019 NYSCEF DOC. NO. 40 RECEIVED NYSCEF: 08/04/2020 2 of 7

andersonvbyersetal-stipu FILED: NEW YORK COUNTY CLERK 08/04/2020 04:49 PM INDEX NO.

August 3, 2020 EX-99.1

Sierra Income Corporation Announces Distribution Update

EX-99.1 2 exhibit991.htm EX-99.1 Exhibit 99.1 Sierra Income Corporation Announces Distribution Update NEW YORK, NY (July 31, 2020) – Sierra Income Corporation (“Sierra” or the “Company”) today announced that its Board of Directors has determined to continue the temporary suspension of the monthly distributions on the shares of the Company’s common stock to enhance financial flexibility. Shareholde

August 3, 2020 8-K

Financial Statements and Exhibits, Other Events - 8-K

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): July 31, 2020 (July 31, 2020) Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporatio

July 2, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): June 30, 2020 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commission F

May 15, 2020 10-Q

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended March 31, 2020 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-00924 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 45-2544432 (State or Other Jurisdiction of Incorporation or Organization) (I.

May 15, 2020 EX-10.17

Amendment No. 3 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of March 30, 2020 by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and, solely for purposes of Section 2.10 thereof, subsidiary guarantors thereto

Exhibit 10.17 Execution Version AMENDMENT NO. 3 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 3 (this “Amendment”), dated as of March 30, 2020, is made with respect to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 12, 2016 (as modified by the Limited Waiver to Amended and Restated Senior Secured Revolving Credit Agreem

May 15, 2020 EX-10.18

Amendment No. 4 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of May 15, 2020 by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and, solely for purposes of Section 2.10 thereof, subsidiary guarantors thereto

Exhibit 10.18 Execution Version AMENDMENT NO. 4 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 4 (this “Amendment”) dated as of May 15, 2020 is made with respect to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 12, 2016 (as modified by the Limited Waiver to Amended and Restated Senior Secured Revolving Credit Agreement,

May 5, 2020 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 5, 2020 (May 1, 2020) Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (

May 5, 2020 EX-99.1

Sierra Income Corporation Announces Termination of Mergers

Exhibit 99.1 Press Release Sierra Income Corporation Announces Termination of Mergers NEW YORK, NY (May 5, 2020) – Sierra Income Corporation (“Sierra” or the “Company”) today announced that effective as of May 1, 2020 its Board of Directors has terminated its previously announced mergers with Medley Capital Corporation (“MCC”) and Medley Management Inc. (“MDLY”) as the Outside Date (as defined bel

April 30, 2020 8-K

Financial Statements and Exhibits, Other Events

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): April 29, 2020 (April 29, 2020) Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporat

April 30, 2020 EX-99.1

Sierra Income Corporation Announces Distribution Update

Exhibit 99.1 Sierra Income Corporation Announces Distribution Update NEW YORK, NY (April 29, 2020) – Sierra Income Corporation (“Sierra” or the “Company”) today announced that its Board of Directors has temporarily suspended the monthly distributions on the shares of the Company’s common stock to enhance financial flexibility. Shareholder distributions, including both cash and through the distribu

April 29, 2020 DEF 14A

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

March 20, 2020 EX-21.1

List of Subsidiaries*

Exhibit 21.1 SUBSIDIARIES OF SIERRA INCOME CORPORATION Name Jurisdiction Alpine Funding LLC Delaware SIC AAR LLC Delaware SIC Investment Holdings LLC Delaware

March 20, 2020 EX-4.1

Description of Securities

Exhibit 4.1 DESCRIPTION OF SECURITIES Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Annual Report on Form 10-K to which this Description of Securities is an exhibit. COMMON STOCK, $0.001 PAR VALUE PER SHARE Under the terms of Sierra’s Second Articles of Amendment and Restatement of Sierra, as supplemented and amended by those certain Articles Suppleme

March 20, 2020 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-00924 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 45-2544432 (State or Other Jurisdiction of Incorporation or Organization) (I.

November 21, 2019 425

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): November 20, 2019 (November 19, 2

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

November 14, 2019 EX-17.B

Consent of Sandler O’Neill & Partners, L.P.*

Exhibit (17)b. CONSENT OF SANDLER O’NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Special Committee of the Board of Directors of Medley Capital Corporation (the “Company”) as Appendix D to the Joint Proxy Statement/Prospectus relating to the proposed merger of the Company with Sierra Income Corporation contained in the Registration Statement on Form N-14 (P

November 14, 2019 EX-14.A

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm of Sierra Income Corporation*

Exhibit (14)a. CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Selected Financial and Other Data of Sierra?, ?Experts? and to the use of our report dated April 1, 2019 with respect to the consolidated financial statements of Sierra Income Corporation included in the Amended Joint Proxy Statement/Prospectus that is made a part of

November 14, 2019 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended September 30, 2019 or o TRANSITION REPORT PURSUANT

10-Q 1 a093019-10xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

November 14, 2019 EX-14.C

Consent of RSM US LLP, Independent Registered Public Accounting Firm of Medley Management Inc.*

Exhibit (14)c. Consent of Independent Registered Public Accounting Firm We consent to the incorporation in this Post-Effective Amendment No. 2 to the Registration Statement on Form N-14 (No. 333-228216) of Sierra Income Corporation of our report dated April 1, 2019, relating to the consolidated financial statements of Medley Management Inc., appearing in this Registration Statement filed by Sierra

November 14, 2019 EX-17.C

Consent of Barclays Capital Inc.*

Exhibit 17(c). 745 Seventh Avenue New York, NY 10019 United States November 13, 2019 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated July 28, 2019, to the Special Committee of the Board of Directors of Medley Management Inc. (the ?Company?), as an Appendix to the amended joint proxy statement/prospectus that forms a part of the Registration Stat

November 14, 2019 POS 8C

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2019 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 S Pre-Effective Amendment No. £ Post-Effective

POS 8C 1 pos8csierraincome.htm FILE NO. 333-228216 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 13, 2019 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 S Pre-Effective Amendment No. £ Post-Effective Amendment No. S 2 (Check appropriate box or boxes) SIERRA INCOME CORPORATION (Exact Name of Registr

November 14, 2019 EX-17.A

Consent of Broadhaven Capital Partners*

Exhibit (17)a. CONSENT OF BROADHAVEN CAPITAL PARTNERS We hereby consent to the inclusion of our opinion letter dated July 28, 2019, to the Special Committee of the Board of Directors of Sierra Income Corporation (the “Company”) as an Appendix C to the Amended Joint Proxy Statement/Prospectus relating to the proposed mergers contained in Post-Effective Amendment No. 2 to the Registration Statement

November 14, 2019 EX-14.B

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm of Medley Capital Corporation*

Exhibit (14)b. CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Selected Financial and Other Data of MCC?, ?Experts? and to the use of our reports dated December 4, 2018 with respect to the consolidated financial statements of Medley Capital Corporation and the effectiveness of internal control over financial reporting of Medley C

November 13, 2019 40-33

Eversheds Sutherland (US) LLP

Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001-3980 D: +1 202.

November 13, 2019 40-33

40-33

October 15, 2019 425

Medley Capital Corporation Announces End of “Go Shop”

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

October 15, 2019 425

Medley Capital Corporation Announces End of “Go Shop”

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

September 9, 2019 APP WD

[Letterhead of Eversheds Sutherland (US) LLP]

[Letterhead of Eversheds Sutherland (US) LLP] September 9, 2019 Stephan N. Packs, Senior Counsel U.S. Securities and Exchange Commission Division of Investment Management 100 F Street, N.E. Washington, DC 20549 Re: Sierra Income Corporation, et. al. (File No. 812-14973) Form APP WD: Request for Withdrawal of Application Dear Mr. Packs: On November 6, 2018, Sierra Income Corporation, et. al. (the “

August 30, 2019 EX-14.B

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm of Medley Capital Corporation*

Exhibit (14)b. CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions ?Selected Financial and Other Data of MCC?, ?Experts? and to the use of our reports dated December 4, 2018 with respect to the consolidated financial statements of Medley Capital Corporation and the effectiveness of internal control over financial reporting of Medley C

August 30, 2019 EX-8.F

Employment Agreement by and between Medley Capital LLC and Christopher Taube*

Exhibit (8)f. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into on July [ ], 2019, between Medley Capital LLC (the ?Company?) and Chris Taube (the ?Employee?) (each a ?Party,? collectively, ?Parties?). The Parties were party to an Employment Agreement dated December [], 2018 and this Agreement is intended to completely replace such earlier Employment Agreeme

August 30, 2019 EX-17.C

Consent of Barclays Capital Inc.*

Exhibit (17)c. 745 Seventh Avenue New York, NY 10019 United States August 29, 2019 CONSENT OF BARCLAYS CAPITAL INC. We hereby consent to (i) the inclusion of our opinion letter, dated July 28, 2019, to the Special Committee of the Board of Directors of Medley Management Inc. (the “Company”), as an Exhibit to the amended joint proxy statement/prospectus that forms a part of the Registration Stateme

August 30, 2019 EX-8.B

Employment Agreement by and between Medley Capital LLC and Seth Taube*

Exhibit (8)b. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into on July [ ], 2019, between Medley Capital LLC (the “Company”) and Seth Taube (the “Employee”) (each a “Party,” collectively, “Parties”). The Parties were party to an Employment Agreement dated December [], 2018 and this Agreement is intended to completely replace such earlier Employment Agreemen

August 30, 2019 EX-8.C

Employment Agreement by and between Medley Capital LLC and Richard T. Allorto, Jr.*

Exhibit (8)c. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into on July [ ], 2019, between Medley Capital LLC (the ?Company?) and Richard Allorto, Jr. (the ?Employee?) (each a ?Party,? collectively, ?Parties?). The Parties were party to an Employment Agreement dated December [], 2018 and this Agreement is intended to completely replace such earlier Employmen

August 30, 2019 EX-8.D

Employment Agreement by and between Medley Capital LLC and John D. Fredericks*

Exhibit (8)d. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into on July [ ], 2019, between Medley Capital LLC (the “Company”) and John Fredericks (the “Employee”) (each a “Party,” collectively, “Parties”). The Parties were party to an Employment Agreement dated December [], 2018 and this Agreement is intended to completely replace such earlier Employment Agr

August 30, 2019 EX-17.B

Consent of Sandler O’Neill & Partners, L.P.*

Exhibit (17)b. CONSENT OF SANDLER O?NEILL & PARTNERS, L.P. We hereby consent to the inclusion of our opinion letter to the Special Committee of the Board of Directors of Medley Capital Corporation (the ?Company?) as Appendix D to the Joint Proxy Statement/Prospectus relating to the proposed merger of the Company with Sierra Income Corporation contained in the Registration Statement on Form N-14 (P

August 30, 2019 EX-8.A

Employment Agreement by and between Medley Capital LLC and Brook Taube*

Exhibit (8)a. EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?) is made and entered into on July [ ], 2019, between Medley Capital LLC (the ?Company?) and Brook Taube (the ?Employee?) (each a ?Party,? collectively, ?Parties?). The Parties were party to an Employment Agreement dated December [], 2018 and this Agreement is intended to completely replace such earlier Employment Agreeme

August 30, 2019 EX-14.C

Consent of RSM US LLP, Independent Registered Public Accounting Firm of Medley Management Inc.*

Exhibit (14)c. Consent of Independent Registered Public Accounting Firm We consent to the incorporation in this Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 (No. 333-228216) of Sierra Income Corporation of our report dated April 1, 2019, relating to the consolidated financial statements of Medley Management Inc., appearing in this Registration Statement filed by Sierra

August 30, 2019 EX-8.E

Employment Agreement by and between Medley Capital LLC and Samuel Anderson*

Exhibit (8)e. EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into on July [ ], 2019, between Medley Capital LLC (the “Company”) and Samuel Anderson (the “Employee”) (each a “Party,” collectively, “Parties”). The Parties were party to an Employment Agreement dated December [], 2018 and this Agreement is intended to completely replace such earlier Employment Agr

August 30, 2019 POS 8C

(a)(2)(i) Preliminary Amended Joint Proxy Statement/Prospectus of Sierra Income Corporation (incorporated by reference to the Post-Effective Amendment No. 1 to Form N-14 filed concurrently with this Transaction Statement with the SEC)

FILE NO. 333-228216 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 30, 2019 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 S Pre-Effective Amendment No. ? Post-Effective Amendment No. S 1 (Check appropriate box or boxes) SIERRA INCOME CORPORATION (Exact Name of Registrant as Specified in Charter) 280

August 30, 2019 EX-17.A

Consent of Broadhaven Capital Partners*

Exhibit (17)a. CONSENT OF BROADHAVEN CAPITAL PARTNERS We hereby consent to the inclusion of our opinion letter dated July 28, 2019, to the Special Committee of the Board of Directors of Sierra Income Corporation (the ?Company?) as an Appendix C to the Amended Joint Proxy Statement/Prospectus relating to the proposed mergers contained in Post-Effective Amendment No. 1 to the Registration Statement

August 30, 2019 EX-14.A

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm of Sierra Income Corporation*

Exhibit (14)a. CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the reference to our firm under the captions “Selected Financial and Other Data of Sierra”, “Experts” and to the use of our report dated April 1, 2019 with respect to the consolidated financial statements of Sierra Income Corporation included in the Amended Joint Proxy Statement/Prospectus that is made a part of

August 14, 2019 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended June 30, 2019 or o TRANSITION REPORT PURSUANT TO S

10-Q 1 a063019-10xq.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-

August 2, 2019 425

(a)(2)(lxvi) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on August 2, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

August 2, 2019 EX-2.2

Amended and Restated Agreement and Plan of Merger, dated as of July 29, 2019, by and among Medley Management Inc., Sierra Income Corporation and Sierra Management, Inc.

Exhibit 2.2 EXECUTION COPY AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MEDLEY MANAGEMENT INC. SIERRA INCOME CORPORATION and SIERRA MANAGEMENT, INC. DATED AS OF JULY 29, 2019 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 3 ARTICLE II THE MERGER 14 ARTICLE III CLOSING; DELIVERY OF MERGER CONSIDERATION 19 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MDLY 22 ARTICLE V REPRESENTATIONS AN

August 2, 2019 425

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): August 2, 2019 (July 29, 2019) Si

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

August 2, 2019 425

(a)(2)(lxvii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on August 2, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

August 2, 2019 8-K

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): August 2, 2019 (July 29, 2019) Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporati

August 2, 2019 425

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): August 2, 2019 (July 29, 2019) Me

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

August 2, 2019 EX-2.1

Amended and Restated Agreement and Plan of Merger, dated as of July 29, 2019, by and between Medley Capital Corporation and Sierra Income Corporation

EX-2.1 2 f8k072919ex2-1sierra.htm AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 29, 2019, BY AND BETWEEN MEDLEY CAPITAL CORPORATION AND SIERRA INCOME CORPORATION Exhibit 2.1 EXECUTION COPY AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and between MEDLEY CAPITAL CORPORATION and SIERRA INCOME CORPORATION DATED AS OF JULY 29, 2019 TABLE OF CONTENTS ARTICLE I DEFINED TERMS

July 31, 2019 425

Medley Capital Corporation Commences Go Shop PrOcess in Accordance with Amended Merger Agreement Houlihan Lokey is Retained

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

July 31, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 31, 2019 (July 25, 2019) Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporatio

July 31, 2019 EX-10.1

Amendment No. 2 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of July 25, 2019, by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and, solely for purposes of Section 2.10 thereof, subsidiary guarantors thereto

AMENDMENT NO. 2 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 2 (this ?Amendment?), dated as of July 25, 2019, is made with respect to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 12, 2016 (as modified by the Limited Waiver to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of September 27, 20

July 29, 2019 425

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): July 29, 2019 Medley Capital Corp

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

July 29, 2019 425

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): July 29, 2019 Sierra Income Corpo

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

July 29, 2019 EX-99.2

Investor Presentation Sierra Income Corporation, Medley Capital Corporation and Medley Management Inc. Merger Update July 29, 2019 This presentation contains “forward - looking” statements, including statements regarding the proposed transactions . S

Exhibit 99.2 Investor Presentation Sierra Income Corporation, Medley Capital Corporation and Medley Management Inc. Merger Update July 29, 2019 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

July 29, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): July 29, 2019 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commission F

July 29, 2019 425

(a)(2)(lxiii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on July 29, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

July 29, 2019 425

(a)(2)(lxii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on July 29, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

July 29, 2019 EX-99.1

Sierra, MCC and MDLY amend MERGER Agreements WHICH WOULD CREATE LEADING INTERNALLY MANAGED BDC WITH enhanced scale, diversified credit investment platform and $4.7 billion in assets under management Transactions Unanimously Approved by Sierra, MCC an

EX-99.1 2 f8k072919ex99-1sierra.htm PRESS RELEASE, DATED JULY 29, 2019 Exhibit 99.1 Sierra, MCC and MDLY amend MERGER Agreements WHICH WOULD CREATE LEADING INTERNALLY MANAGED BDC WITH enhanced scale, diversified credit investment platform and $4.7 billion in assets under management Transactions Unanimously Approved by Sierra, MCC and MDLY Special Committees and Boards of Directors NEW YORK (July 2

July 1, 2019 8-K

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): July 1, 2019 (June 28, 2019) Sier

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): July 1, 2019 (June 28, 2019) Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation

May 15, 2019 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-00924 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 45-2544432 (State or Other Jurisdiction of Incorporation or Organization) (I.

May 1, 2019 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

April 30, 2019 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of

April 18, 2019 EX-99.1

Medley Capital Corporation, Sierra Income Corporation and Medley Management Inc. Announce Postponement of Special Meetings of Stockholders

Exhibit 99.1 Medley Capital Corporation, Sierra Income Corporation and Medley Management Inc. Announce Postponement of Special Meetings of Stockholders NEW YORK ? April 18, 2019 ? Medley Capital Corporation (NYSE: MCC; TASE: MCC) (?MCC?), Sierra Income Corporation (?Sierra?) and Medley Management Inc. (NYSE: MDLY) (?MDLY?) today announced that they have postponed the special meetings of stockholde

April 18, 2019 425

(a)(2)(lx) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on April 18, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

April 18, 2019 425

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): April 18, 2019 Sierra Income Corp

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

April 18, 2019 425

(a)(2)(lix) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on April 18, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

April 18, 2019 8-K

Other Events, Financial Statements and Exhibits

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): April 18, 2019 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commission

April 18, 2019 425

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): April 18, 2019 Medley Capital Cor

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

April 17, 2019 425

(a)(2)(lvii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on April 17, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

April 17, 2019 425

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): April 17, 2019 (April 15, 2019) M

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

April 1, 2019 EX-21.1

List of Subsidiaries*

Exhibit 21.1 SUBSIDIARIES OF SIERRA INCOME CORPORATION Name Jurisdiction Alpine Funding LLC Delaware Arbor Funding LLC Delaware SIC AAR LLC Delaware SIC Investment Holdings LLC Delaware

April 1, 2019 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 814-00924 Sierra Income Corporation (Exact Name of Registrant as Specified in its Charter) Maryland 45-2544432 (State or Other Jurisdiction of Incorporation or Organization) (I.

March 29, 2019 425

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): March 29, 2019 Medley Capital Cor

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 29, 2019 EX-99.1

Medley Capital Corp., Sierra Income Corp. and Medley Management Inc. to Reconvene Special Meetings of Shareholders on April 19, 2019

Exhibit 99.1 Medley Capital Corp., Sierra Income Corp. and Medley Management Inc. to Reconvene Special Meetings of Shareholders on April 19, 2019 NEW YORK — March 29, 2019 — Medley Capital Corporation (NYSE: MCC, “MCC”) (TASE: MCC), Sierra Income Corporation (“Sierra”), and Medley Management Inc. (NYSE: MDLY, “MDLY” or “Medley”) today announced that each Special Meeting of Shareholders of MCC, Sie

March 29, 2019 425

(a)(2)(lvi) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 29, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 29, 2019 425

(a)(2)(liv) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 29, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 29, 2019 425

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): March 29, 2019 Sierra Income Corp

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 29, 2019 425

MEDLEY CAPITAL CORP., SIERRA INCOME CORP. AND MEDLEY MANAGEMENT INC. TO ADJOURN MARCH 29th SPECIAL MEETINGS OF SHAREHOLDERS

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 29, 2019 425

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): March 29, 2019 Medley Capital Cor

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 29, 2019 425

(a)(2)(l) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 29, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 29, 2019 8-K

Other Events, Financial Statements and Exhibits

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): March 29, 2019 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commission

March 29, 2019 425

(a)(2)(lii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 29, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 18, 2019 EX-99.1

Medley Capital Corp., Sierra Income Corp. and Medley Management Inc. to Reconvene Special Meetings of Shareholders on March 29, 2019

Exhibit 99.1 Medley Capital Corp., Sierra Income Corp. and Medley Management Inc. to Reconvene Special Meetings of Shareholders on March 29, 2019 NEW YORK ? March 15, 2019 ? Medley Capital Corporation (NYSE: MCC, ?MCC?) (TASE: MCC), Sierra Income Corporation (?Sierra?), and Medley Management Inc. (NYSE: MDLY, ?MDLY? or ?Medley?) today announced that each Special Meeting of Shareholders of MCC, Sie

March 18, 2019 425

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): March 15, 2019 Medley Capital Cor

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 18, 2019 425

(a)(2)(xlix) Prospectus pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 18, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 18, 2019 8-K

Other Events, Financial Statements and Exhibits

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): March 15, 2019 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commission

March 18, 2019 425

(a)(2)(xlviii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 18, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 18, 2019 425

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): March 15, 2019 Sierra Income Corp

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 15, 2019 425

(a)(2)(xlvi) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 15, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 15, 2019 425

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): March 14, 2019 (March 11, 2019) M

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 15, 2019 425

MEDLEY CAPITAL CORP., SIERRA INCOME CORP. AND MEDLEY MANAGEMENT INC. TO ADJOURN MARCH 15th SPECIAL MEETINGS OF SHAREHOLDERS

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 15, 2019 425

(a)(2)(xliv) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 15, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 8, 2019 425

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): March 8, 2019 Sierra Income Corpo

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 8, 2019 425

(a)(2)(xlii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 8, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 8, 2019 425

MEDLEY CAPITAL CORP., SIERRA INCOME CORP. AND MEDLEY MANAGEMENT INC. TO ADJOURN MARCH 8th SPECIAL MEETINGS OF SHAREHOLDERS THE COMPANIES CONTINUE TO WORK ON THE REGULATORY APPROVAL REQUIRED TO HOLD THE VOTE

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 8, 2019 8-K

Other Events, Financial Statements and Exhibits

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): March 8, 2019 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commission F

March 8, 2019 425

(a)(2)(xli) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 8, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 8, 2019 EX-99.1

Medley Capital Corp., Sierra Income Corp. and Medley Management Inc. to Reconvene Special Meetings of Shareholders on March 15, 2019

Exhibit 99.1 Medley Capital Corp., Sierra Income Corp. and Medley Management Inc. to Reconvene Special Meetings of Shareholders on March 15, 2019 NEW YORK — March 8, 2019 — Medley Capital Corporation (NYSE: MCC, “MCC”) (TASE: MCC), Sierra Income Corporation (“Sierra”), and Medley Management Inc. (NYSE: MDLY, “MDLY” or “Medley”) today announced that each Special Meeting of Shareholders of MCC, Sier

March 8, 2019 425

(a)(2)(xxxix) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on March 8, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

March 8, 2019 425

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): March 8, 2019 Medley Capital Corp

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 6, 2019 DFAN14A

MARATHON ASSET MANAGEMENT LP FORM DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

March 4, 2019 425

Filed by Sierra Income Corporation

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

March 4, 2019 425

Filed by Sierra Income Corporation

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 19, 2019 425

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): February 13, 2019 Medley Capital

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 19, 2019 425

MEDLEY CAPITAL CORP. FILED DETAILED INVESTOR PRESENTATION AND OPEN LETTER Materials Highlight Rationale for Declining to Pursue NexPoint’s Unsolicited Proposal and Reiterate Benefits of Announced Merger Plan

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 15, 2019 425

Filed by Sierra Income Corporation

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No. 814-00818

February 15, 2019 425

NexPoint Has Not Offered MCC Shareholders $225 Million of Net Value

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 13, 2019 425

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): February 8, 2019 Sierra Income Co

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 13, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 8, 2019 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commissio

February 13, 2019 EX-10.1

Amendment No. 1 to Amended and Restated Senior Secured Revolving Credit Agreement, dated as of February 8, 2019, by and among the Borrower, the lenders from time to time party thereto, the Administrative Agent and, solely for the purposes of Section 2.10 thereof, subsidiary guarantors party thereto

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT This AMENDMENT NO. 1 (this ?Amendment?) dated as of February 8, 2019, is made with respect to the Amended and Restated Senior Secured Revolving Credit Agreement, dated as of August 12, 2016 (as modified by the Limited Waiver to Amended and Restated Senior Secured Revolving Credit Agreem

February 13, 2019 425

(a)(2)(xxxvii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on February 13, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

February 12, 2019 425

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): February 11, 2019 Medley Capital

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 8, 2019 425

(a)(2)(xxxvi) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on February 8, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

February 8, 2019 425

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): February 8, 2019 Medley Capital C

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 8, 2019 EX-99.1

Medley Capital Corp., Sierra Income Corp. and Medley Management Inc. to Reconvene Special Meetings of Shareholders on March 8, 2019

Exhibit 99.1 Medley Capital Corp., Sierra Income Corp. and Medley Management Inc. to Reconvene Special Meetings of Shareholders on March 8, 2019 NEW YORK ? February 8, 2019 ? Medley Capital Corporation (NYSE: MCC, "MCC") (TASE: MCC), Sierra Income Corporation ("Sierra"), and Medley Management Inc. (NYSE: MDLY, "MDLY" or "Medley") today announced that each Special Meeting of Shareholders of MCC, Si

February 8, 2019 425

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): February 8, 2019 Sierra Income Co

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 8, 2019 8-K

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): February 8, 2019 Sierra Income Co

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): February 8, 2019 Sierra Income Corporation (Exact name of registrant as specified in its charter) Maryland 0-54650 45-2544432 (State or other jurisdiction of incorporation) (Commissio

February 8, 2019 425

(a)(2)(xxxiv) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on February 8, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

February 7, 2019 425

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): February 7, 2019 Medley Capital C

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 6, 2019 425

MEDLEY CAPITAL CORP. AND SIERRA INCOME CORP. HAVE DETERMINED THAT IT IS IN THE BEST INTERESTS OF SHAREHOLDERS TO DECLINE TO PURSUE THE UNSOLICITED PROPOSAL FROM NEXPOINT ADVISORS

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 6, 2019 425

(a)(2)(xxx) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on February 6, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

February 6, 2019 425

(a)(2)(xxxii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on February 6, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

February 6, 2019 425

MEDLEY CAPITAL CORP., SIERRA INCOME CORP. AND MEDLEY MANAGEMENT INC. TO ADJOURN FEBRUARY 8th SPECIAL MEETINGS OF SHAREHOLDERS IN LIGHT OF THE U.S. GOVERNMENT SHUTDOWN

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 5, 2019 PX14A6G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g)

PX14A6G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) 1. Name of the Registrant: Sierra Income Corporation 2. Name of Persons Relying on Exemption: NexPoint Advisors, L.P. 3. Address of Persons Relying on the Exemption: NexPoint Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 4. Written Mat

February 5, 2019 425

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): February 5, 2019 Medley Managemen

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

February 5, 2019 425

(a)(2)(xxvii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on February 5, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

February 4, 2019 PX14A6G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 NOTICE OF EXEMPT SOLICITATION Submitted Pursuant to Rule 14a-6(g) (Amendment No. ) 1. Name of the Registrant: Sierra Income Corporation 2. Name of Persons Relying on Exemption: NexPoint Advisors, L.P. 3. Address of Persons Relying on the Exemption: NexPoint Advisors, L.P. 300 Crescent Court, Suite 700 Dallas, Texas 75201 4. Wr

February 1, 2019 425

Filed by Sierra Income Corporation

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 31, 2019 425

Alliance Advisors, LLC - 200 Broadacres Drive - Bloomfield NJ 07003 * * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 31, 2019 425

(a)(2)(xxvi) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 31, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 30, 2019 425

DISCLAIMER

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 30, 2019 425

(a)(2)(xxv) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 30, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 30, 2019 425

Alliance Advisors, LLC - 200 Broadacres Drive - Bloomfield NJ 07003 * * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 29, 2019 425

Alliance Advisors, LLC - 200 Broadacres Drive - Bloomfield NJ 07003 * * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 29, 2019 425

(a)(2)(xxiv) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 29, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 28, 2019 425

LEADING PROXY ADVISORY FIRM ISS RECOMMENDS MEDLEY CAPITAL CORPORATION SHAREHOLDERS VOTE “FOR” MERGER WITH SIERRA INCOME CORPORATION

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 24, 2019 425

(a)(2)(xxiii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 24, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 24, 2019 425

Alliance Advisors, LLC - 200 Broadacres Drive - Bloomfield NJ 07003 * * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 23, 2019 425

Alliance Advisors, LLC - 200 Broadacres Drive - Bloomfield NJ 07003 * * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 23, 2019 425

Highlights Compelling Strategic Rationale of Merger with Sierra Income Corp. Based Upon the Recommendation of the Independent Special Committee, the Board of Directors Unanimously Recommends that Stockholders Vote FOR the Transaction

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 18, 2019 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 18, 2019 425

(a)(2)(xxii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 18, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 18, 2019 425

Stronger Together Sierra Income Corporation Merger Overview January 2019 2 This presentation contains “forward - looking” statements, including statements regarding the proposed transactions. Such forward - looking statements reflect current views wi

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 18, 2019 425

(a)(2)(xxi) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 18, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 17, 2019 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 17, 2019 425

(a)(2)(xix) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 17, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 17, 2019 425

Stronger Together Medley Capital Corporation, Sierra Income Corporation and Medley Management Inc. Merger Overview January 2019 2 2 This presentation contains “forward - looking” statements, including statements regarding the proposed transactions. S

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 16, 2019 425

(a)(2)(xviii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 16, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 16, 2019 425

2

425 1 f425011619sierraamcc.htm FORM 425 Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No. 814-00818 January 16, 2019 Seth Taube Chief Executive Officer Sierra Income Corporation 280 Park Avenue, 6th Floor East New York, 100

January 16, 2019 425

2

425 1 f425011519sierraamcc.htm FORM 425 Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No. 814-00818 January 16, 2019 Brook Taube Chief Executive Officer Medley Capital Corp. 280 Park Avenue, 6th Floor East New York, 10017 D

January 11, 2019 425

Sierra Income Corporation Text Message

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 11, 2019 425

(a)(2)(xvii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 11, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 11, 2019 425

Medley Capital Corporation Text Message

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 10, 2019 425

Alliance Advisors, LLC - 200 Broadacres Drive - Bloomfield NJ 07003 * * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 10, 2019 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 10, 2019 425

(a)(2)(xvi) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 10, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 9, 2019 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 7, 2019 425

(a)(2)(xv) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 7, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

January 7, 2019 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

January 3, 2019 425

Filed by Sierra Income Corporation

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No. 814-00818

January 3, 2019 425

(a)(2)(xiv) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on January 3, 2019)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc. Commission File No. 001-36638

December 28, 2018 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

December 28, 2018 425

(a)(2)(xiii) Prospectus pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on December 28, 2018)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

December 28, 2018 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

December 28, 2018 425

(a)(2)(xii) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on December 28, 2018)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

December 26, 2018 425

(a)(2)(xi) Prospectus filed pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on December 26, 2018)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

December 26, 2018 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

December 26, 2018 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

December 26, 2018 425

* * *

425 1 f425mccmailsierra-mcc.htm FORM 425 Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No. 814-00818 * * * DISCLAIMER No Offer or Solicitation The information in this communication is for informational purposes only and sha

December 26, 2018 425

(a)(2)(x) Prospectus pursuant to Rule 425 (incorporated herein by reference to MDLY’s Prospectus filed pursuant to Rule 425 on December 26, 2018)**

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Management Inc.

December 26, 2018 425

* * *

Filed by Sierra Income Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Medley Capital Corporation Commission File No.

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