James R. Tanenbaum
Anna T. Pinedo Morrison & Foerster LLP 1290 Avenue of the Americas New York, NY 10104 (212) 468-8000 |
Steven B. Boehm, Esq. Harry S. Pangas, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, NW Washington, DC 20004-2415 (202) 383-0100 |
Proposed Maximum |
Amount of |
|||||
Aggregate |
Registration |
|||||
Title of Securities Being Registered | Offering Price(1)(2) | Fee | ||||
Common Stock, $0.001 par value per share
|
$177,333,352 | $12,644 | ||||
(1) | Includes the underwriters option to purchase additional shares. | |
(2) | Estimated pursuant to Rule 457(o) solely for the purpose of determining the registration fee. |
Item 25. | Financial statements and exhibits |
1.
|
Financial Statements
|
|||||
Page(s) | ||||||
Report of Independent Registered Public Accounting Firm,
Ernst & Young LLP
|
F-2 | |||||
Financial Statements of Medley Capital BDC LLC
|
F-3 | |||||
Statement of Assets,Liabilities and Members Capital as of
September 30, 2010 (unaudited) and May 31, 2010
|
F-3 | |||||
Statement of Operations for the four months ended
September 30, 2010 (unaudited) and the period from
April 30, 2010 (date of inception) to May 31, 2010
|
F-4 | |||||
Statement of Change in Members Capital for the four months
ended September 30, 2010 (unaudited) and the period from
April 30, 2010 (date of inception) to May 31, 2010
|
F-5 | |||||
Statement of Cash Flows for the four months ended
September 30, 2010 (unaudited) and the period from
April 30, 2010 (date of inception) to May 31, 2010
|
F-6 | |||||
Notes to Financial Statements
|
F-7 F-9 | |||||
Report of Independent Registered Public Accounting Firm,
Rothstein,
Kass & Company, P.C. |
F-10 | |||||
Financial Statement of MOF I BDC LLC
|
F-11 | |||||
Statements of Financial Condition as of September 30, 2010
(unaudited) and May 31, 2010
|
F-11 | |||||
Statement of Operations for the period May 31, 2010
(commencement of operations) to September 30, 2010
(unaudited)
|
F-12 | |||||
Statement of Changes in Members Capital for the period
May 31, 2010 (commencement of operations) to
September 30, 2010 (unaudited)
|
F-13 | |||||
Statement of Cash Flows for the period May 31, 2010
(commencement of operations) to September 30, 2010
(unaudited)
|
F-14 | |||||
Schedule of Investments as of September 30, 2010 (unaudited)
|
F-15 | |||||
Schedule of Investments as of May 31, 2010
|
F-16 | |||||
Notes to Financial Statements
|
F-17F-22 | |||||
2.
|
Exhibits
|
|||||
(a)(1)
|
Certificate of Formation of Medley Capital BDC LLC(1)
|
|||||
(a)(2)
|
Certificate of Formation of MOF I BDC LLC(1)
|
|||||
(a)(3)
|
Form of Certificate of Incorporation of Medley Capital
Corporation(1)
|
|||||
(b)(1)
|
Limited Liability Company Agreement of Medley Capital BDC LLC(1)
|
|||||
(b)(2)
|
Limited Liability Company Agreement of MOF I BDC LLC(1)
|
|||||
(b)(3)
|
Form of By-Laws of Medley Capital Corporation(1)
|
|||||
(b)(4)
|
Amended and Restated Limited Liability Company Agreement of
Medley Capital BDC LLC(1)
|
|||||
(d)
|
Form of Specimen Certificate(1)
|
|||||
(e)
|
Amended Form of Dividend Reinvestment Plan(1)
|
|||||
(g)
|
Form of Investment Management Agreement(1)
|
|||||
(h)
|
Form of Underwriting Agreement(1)
|
|||||
(j)(1)
|
Form of Custody Agreement(1)
|
|||||
(k)(1)
|
Certificate of Appointment of Transfer Agent(1)
|
|||||
(k)(2)
|
Form of Administration Agreement(1)
|
|||||
(k)(3)
|
License Agreement(1)
|
|||||
(k)(4)
|
Form of Sub-Administration Agreement(1)
|
|||||
(k)(5)
|
Form of Fee Waiver Agreement(1)
|
|||||
(k)(6)
|
Form of Registration Rights Agreement(1)
|
|||||
(l)
|
Opinion and Consent of Counsel to the Company(2)
|
|||||
(n)(1)
|
Consent of Thomson Reuters (Markets) LLC(1)
|
|||||
(n)(2)
|
Consent of Rothstein, Kass & Company, P.C.(1)
|
|||||
(n)(3)
|
Consent of Karin Hirtler-Garvey(1)
|
|||||
(n)(4)
|
Consent of John E. Mack(1)
|
|||||
(n)(5)
|
Consent of Joseph Schmuckler(1)
|
|||||
(n)(6)
|
Consent of Ernst & Young LLP(1)
|
|||||
(r)(1)
|
Code of Ethics of Medley Capital Corporation(1)(*)
|
|||||
(r)(2)
|
Code of Ethics of MCC Advisors LLC(1)(*)
|
|||||
(r)(3)
|
Code of Ethics of Medley Capital Corporation and MCC Advisors
LLC(1)
|
(1) | Previously filed |
(2) | Filed herewith |
(*) | Superceded by exhibit(r)(3) |
Item 26. | Marketing arrangements |
Item 27. | Other expenses of issuance and distribution |
SEC registration fee
|
$ | 14,260 | ||
FINRA filing fee
|
20,500 | |||
New York Stock Exchange listing fee
|
40,000 | |||
Printing (other than certificates)
|
100,000 | |||
Engraving and printing certificates
|
0 | |||
Accounting fees and expenses
|
15,000 | |||
Legal fees and expenses
|
900,000 | |||
Miscellaneous fees and expenses
|
256,000 | |||
Total
|
$ | 1,345,760 | ||
Item 28. | Persons controlled by or under common control with the registrant |
Item 29. | Number of holders of shares |
Number of |
||
Title of Class
|
Record Holders
|
|
Common Stock, $0.001 par value
|
0 |
Item 30. | Indemnification |
Item 31. | Business and other connections of investment adviser |
Item 32. | Location of accounts and records |
Item 33. | Management services |
Item 34. | Undertakings |
By: |
/s/ Brook
Taube
|
Title: | Chief Executive Officer and Chairman of the Board of Directors |
Name
|
Title
|
|||
/s/ Brook
Taube Brook Taube |
Chief Executive Officer and Chairman of the Board of
Directors (Principal Executive Officer) |
|||
/s/ Richard
T. Allorto, Jr. Richard T. Allorto, Jr. |
Chief Financial Officer (Principal Financial and Accounting Officer) |
|||
/s/ Seth
Taube Seth Taube |
Director | |||
/s/ Andrew
Fentress Andrew Fentress |
Director | |||
/s/ Karin
Hirtler-Garvey Karin Hirtler-Garvey |
Director | |||
/s/ John
E. Mack John E. Mack |
Director | |||
/s/ Guy
Rounsaville, Jr. Guy Rounsaville, Jr. |
Director | |||
/s/ Louis
Burnett Louis Burnett |
Director |