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 727, 2021

Medley LLC

(Exact Name of Registrant as Specified in its Charter)

001-37857	Delaware	27-2437343
	Delaware
(Commission File Number)	(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
001-37857	(State or other jurisdiction of incorporation)	27-2437343
(Commission File Number)		(I.R.S. Employer Identification No.)

280 Park Avenue, 6th Floor East
New York, NY 10017

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (212) 759-0777

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

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

Emerging growth company ☐

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

Item 8.01

Other Events.

~~Regulatory~~On ~~Matter~~May ~~Update~~27, 2021, our largest advisory client, Sierra Income Corporation (“Sierra”), issued a press release announcing that Sierra’s board of directors had entered into a formal review process to evaluate strategic alternatives for Sierra. Sierra’s press release stated that Sierra’s board of directors has authorized the special committee of Sierra’s board to lead such process, with the special committee of Sierra’s board having engaged a financial advisor. Sierra’s press release further stated that Sierra’s board of directors has not set a timetable for the conclusion of the strategic alternatives review, that there can be no assurance that the review will result in any form of transaction, and that Sierra does not intend to comment further regarding the review unless or until it determines that further disclosure is appropriate or required by law.

AsSierra ~~previously~~is ~~reported~~a business development company and our sole permanent capital vehicle, ~~on March~~and 7is currently externally managed and advised by SIC Advisors LLC, ~~2021~~an ~~(the~~affiliate ~~“Petition~~of ~~Date~~Medley Management Inc. (“MDLY”), and Medley LLC (“Medley LLC,”) ~~commenced~~and atogether ~~voluntary~~with ~~case~~MDLY, ~~(the~~ “~~Chapter 11 Case~~Medley”). ~~under~~For ~~chapter~~the 11years ofended ~~title~~December 1131, of2020 ~~the~~and ~~United~~2019, ~~States~~Sierra ~~Code~~represented ~~(the~~approximately ~~“Bankruptcy~~44.3% ~~Code”)~~and in41.2%, ~~the~~respectively, ~~United~~of ~~States~~Medley's total ~~Bankruptcy Court~~revenues, ~~for~~excluding ~~the~~investment ~~District~~income. ofIn ~~Delaware~~the (event the ~~“Bankruptcy~~review ~~Court”).~~process Inbeing ~~connection~~undertaken ~~with~~by ~~the~~Sierra ~~commencement~~were ofto ~~the~~result ~~Chapter~~in 11termination ~~Case,~~of Medley ~~LLC~~’s ~~disclosed~~advisory inagreement ~~its~~with ~~pleadings~~Sierra, ~~filed~~such ~~with~~event ~~the~~would ~~Bankruptcy~~have ~~Court~~a ~~certain~~significant ~~matters~~and ~~related~~material toadverse ~~Medley~~effect ~~Management~~on ~~Inc.~~Medley’s ~~(“MDLY”)~~ business and prospects and we believe that Medley ~~LLC’s~~would ~~business,~~likely ~~including~~not ~~the~~be ~~regulatory~~able ~~matter~~to ~~described~~continue ~~below:~~operations.

OnMDLY ~~September~~and ~~17,~~Medley ~~2019~~LLC are in the ~~staff~~ process of evaluating the ~~Securities~~Sierra announcement and ~~Exchange~~the ~~Commission~~potential impact of the review process being undertaken by Sierra on Medley’s ~~Division~~business. ofAs ~~Enforcement~~previously ~~(the~~reported, ~~“Staff”)~~Medley ~~informed~~LLC ~~MDLY~~filed ~~that~~a itvoluntary ~~was~~petition ~~conducting an~~for ~~informal~~Chapter ~~inquiry~~11 ~~and~~relief ~~requested~~on March 7, 2021 (the ~~production~~“Medley LLC Chapter 11 Case”), and ~~preservation~~on ofMay ~~certain~~13, ~~documents~~2021 ~~and~~withdrew ~~records~~its original plan of reorganization submission. ~~MDLY~~Medley ~~fully~~LLC ~~cooperated~~is ~~with~~exploring its options in light of the ~~Staff’s informal~~Sierra ~~inquiry~~announcement and ~~began~~evaluating ~~voluntarily~~next ~~providing~~steps in the ~~Staff~~Medley ~~with~~LLC ~~any~~Chapter ~~requested~~11 ~~documents~~Case.

ByCautionary ~~letter~~Notice ~~dated~~Regarding December 18, 2019, the Staff advised MDLY that a formal order of private investigation (the “Order”) had been issued and that the informal inquiry was now a formal investigation. The Order indicated that the investigation relates to Section 17(a) of the Securities Act of 1933, Section 10(b) of the Exchange Act of 1934 (the “Exchange Act”) and Rule 10bForward-5Looking thereunder, and Sections 206(1), 206(2), and 206(4) of the Investment Advisers Act of 1940, Rule 206(4)-8, Sections 13(a) and 14(a) of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-13, and 14a-9 thereunder. MDLY continued to cooperate fully with the investigation.Statements

OnThis ~~May~~Current 7,Report ~~2021~~on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe harbor provided by the same. These statements are based on the current beliefs and expectations of Medley’s management and are subject to significant risks and uncertainties. The above statements regarding the review process undertaken by Sierra, ~~each~~statements regarding the potential effects and implications of ~~MDLY~~Sierra’s review process, including without limitation on Medley’s business and/or the Medley LLC Chapter 11 Case, and ~~six~~statements ~~pre-IPO~~regarding ~~owners~~any actions taken by MDLY and/or Medley LLC in connection with the Sierra announcement including statements regarding evaluations of the potential impact on the Medley, ~~each~~business and exploration of ~~whom~~options isand anext ~~current~~steps orin ~~former~~light ~~officer~~of (the Sierra announcement, and other statements containing the words “~~Individuals~~believes,”) ~~received~~“anticipates,” a“plans,” “~~Wells Notice~~expects,” ~~from~~“will” ~~the~~and ~~Staff~~similar ~~relating~~expressions, toconstitute ~~MDLY~~forward-looking statements that are based on Medley’s ~~previously~~current expectations. Because these forward-~~disclosed~~looking ~~SEC~~statements ~~investigation.~~involve ~~The~~risks ~~Wells~~and ~~Notices~~uncertainties, ~~provided~~there are important factors that could cause Medley’s actual results, as well as Medley’s expectations regarding materiality or significance, to differ materially from those in the ~~proposed action~~forward-looking ~~would~~statements. ~~allege~~These ~~violations~~factors include, but are not limited to, the following: (i) the outcome of ~~Section~~the 10formal review process undertaken by Sierra, and whether Sierra’s review process results in a termination of Medley’s advisory agreements with Sierra; (bii) the outcome of the ~~Securities~~Medley ~~Exchange~~LLC ~~Act~~Chapter 11 Case and Medley LLC’s ability to successfully reorganize and emerge from bankruptcy protection; (iii) Medley LLC’s ability to develop and propose an amended Chapter 11 Plan of ~~1934~~Reorganization of Medley LLC (“~~Exchange Act~~Plan”), successfully attain Bankruptcy Court confirmation of any such amended Plan that Medley LLC may propose, and ~~Rule~~thereafter ~~10b~~successfully consummate and implement such Plan in accordance with the terms thereof; as previously reported in our Current Report on Form 8-5K ~~thereunder~~ filed on May 13, 2021, pursuant to filings with the Bankruptcy Court, on May 13, 2021, Medley LLC withdrew its original Plan and Disclosure Statement; Medley LLC has to date been unable to successfully develop an amended Plan and an amended Disclosure Statement; (iv) since the commencement of Medley LLC’s Chapter 11 proceedings we have experienced and may continue to experience certain adverse effects on our business, including asemployee attrition, client attrition and a ~~control~~reduction ~~person~~in ~~pursuant~~assets tounder ~~Section~~management; 20(ev) whether the Bankruptcy Court will confirm any amended plan of reorganization that Medley LLC may develop and propose (there being the ~~Exchange~~risk ~~Act~~that any amended plan of reorganization that Medley LLC may propose may never be confirmed by the Bankruptcy Court or become effective); ~~Section~~(vi) 17additional risks related to the Medley LLC Chapter 11 Case and any reorganization in connection therewith, including, but not limited to, risks associated with any reorganization that Medley LLC may pursue (aincluding but not limited to risks associated with potential changes to our capital structure), the Bankruptcy Court may grant or deny motions in a manner adverse to Medley LLC, claims that may not be discharged in the Medley LLC Chapter 11 Case, adverse publicity in connection with Medley LLC’s bankruptcy petition, the impact of the ~~Securities~~Medley ~~Act~~LLC Chapter 11 Case on our overall future financial performance, and risks related to trading in our securities during the pendency of ~~1933;~~the ~~Sections~~Medley ~~206~~LLC Chapter 11 Case; (1vii) ~~and/~~ in the event Medley LLC is unable to successfully develop an amended Plan, or ~~(2)~~any such Plan that Medley LLC proposes fails to attain confirmation of the ~~Investment~~Bankruptcy ~~Advisers~~Court, ~~Act~~Medley LLC may have no suitable alternatives reasonably available to it other than a liquidation under Chapter 11 of ~~1940;~~the ~~Section~~Bankruptcy 14Code, or to convert the Medley LLC Chapter 11 Case into a liquidation case under Chapter 7 of the Bankruptcy Code, in which event a Chapter 7 trustee would be appointed to liquidate Medley LLC’s assets for distribution in accordance with the priorities established by the Bankruptcy Code; (viii) our ability to continue as a going concern; (ix) the outcome of, the ~~Exchange~~timeframe ~~Act~~for, and ~~Rules~~the ~~14a-3~~ultimate resolution of the matters raised by the Wells Notices received by MDLY, Medley LLC and ~~14a~~certain pre-9IPO ~~thereunder~~owners of Medley LLC, including whether any enforcement action will be brought and the full extent of the potential implications thereof; ~~Section~~any ~~13(~~adverse outcome in connection therewith could have a) material effect on our business, financial condition, or results of ~~the~~operations; ~~Exchange~~(x) ~~Act~~difficult market and ~~Rules~~political ~~12b-11~~conditions; (xi) our success in retaining or recruiting, ~~12b-20~~or changes required in, ~~13a-1~~our officers, ~~13a-11~~key employees or directors; (xii) our ability to successfully compete for and retain fund investors, ~~13a-13~~assets, professional talent and ~~13a-15~~investment opportunities; (axiii) ~~thereunder;~~our ability to successfully formulate and ~~Regulation~~execute ~~S-T.~~our ~~The~~business, ~~Wells~~investment ~~Notices~~and ~~also provided~~growth ~~that~~strategies; ~~the~~(xiv) ~~Staff’s~~our ~~recommendation~~financial ~~may~~performance; ~~involve~~(xv) aour ~~civil~~ability ~~injunctive~~to ~~action,~~consummate ~~public~~or ~~administrative~~successfully ~~proceeding~~integrate development opportunities, ~~and/~~acquisitions or ~~cease-and-desist proceeding~~joint ventures; (xvi) our ability to manage conflicts of interest; (xvii) our assumptions relating to our operations, ~~and~~investment ~~may~~performance, ~~seek~~financial ~~remedies~~results, ~~that~~financial ~~include~~condition, anbusiness ~~injunction~~prospects, agrowth ~~cease-~~strategy and liquidity; (xviii) the uncertain effect of COVID-~~desist~~19 ~~order~~or other future pandemics or events on our business, ~~disgorgement~~operating results and financial condition, ~~pre-judgment~~including ~~interest~~disruption to our customers, ~~civil~~our ~~money penalties~~employees, ~~censure~~the global economy and financial markets; and (xix), our ability to regain and ~~limitations~~maintain oncompliance ~~activities~~with orNYSE ~~bars~~continued ~~from~~listing ~~association~~requirements and our ability to maintain our NYSE listing.

AAll ~~Wells~~forward-looking ~~Notice~~statements ismade ~~neither a~~herein ~~formal~~speak ~~charge~~only as of ~~wrongdoing~~the ~~nor~~date aof ~~final~~this ~~determination~~Current Report on Form 8-K. Except as required by law, Medley LLC undertakes no obligation to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the ~~recipient~~date ~~has~~of ~~violated~~the ~~any~~forward-looking ~~law~~statements. ~~The~~For ~~Wells~~a ~~Notices~~discussion ~~informed~~of ~~MDLY~~a variety of risk factors affecting Medley LLC’s business and prospects, see “Risk Factors” in Medley LLC’s annual and ~~the~~quarterly ~~Individuals~~reports ~~that~~filed with the ~~Staff~~SEC ~~has~~including, ~~made~~but anot ~~preliminary~~limited ~~determination~~ to, ~~recommend~~its ~~that~~Annual Report on Form 10-K for the ~~SEC~~fiscal ~~file~~year anended ~~enforcement~~December ~~action~~31, ~~against MDLY~~2020, ~~Medley~~which ~~LLC~~has ~~and~~been ~~each~~filed ofwith the ~~Individuals~~SEC ~~that~~and ~~would~~is ~~allege~~available ~~certain~~on ~~violations~~our ofwebsite (www.mdly.com) and on the ~~federal~~SEC’s ~~securities~~website ~~laws~~(www.sec.gov).

The Wells Notices relate to, among other matters: MDLY’s and Medley LLC’s disclosures relating to MDLY’s assets under management (“AUM”), its fee-earning assets under management (“FEAUM”), trends and risks related to AUM and FEAUM, and specifically, violations of the federal securities laws relating to such disclosures in MDLY’s registration statement relating to its initial public offering, Medley LLC’s registration statements relating to its bond offerings, and MDLY and Medley LLC’s periodic reports under the Exchange Act; MDLY’s and Medley LLC’s disclosure controls and procedures designed to ensure that the information required in reports filed under the Exchange Act; and MDLY’s financial projections included in a joint proxy statement/prospectus, including any amendments thereto, in connection with a proposed (but ultimately terminated) merger among MDLY, Sierra Income Corporation and Medley Capital Corporation.SIGNATURES

~~MDLY,~~Pursuant ~~Medley~~to ~~LLC and~~ the ~~Individuals currently~~requirements ~~intend~~of ~~to pursue~~ the ~~Wells~~Securities ~~Notice~~Exchange ~~process~~Act of 1934, ~~which~~the ~~will~~Registrant ~~include~~has ~~the~~duly ~~opportunity~~caused tothis ~~respond~~report to be signed on its behalf by the ~~Staff’s~~undersigned ~~position~~hereunto duly authorized.

Medley LLC Plan of Reorganization Update

Date: May 28, 2021		MEDLEY LLC

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

As previously reported, in connection with its Chapter 11 Case, Medley LLC filed with the Bankruptcy Court on the Petition Date a proposed Plan of Reorganization (“Plan”) and a proposed Disclosure Statement related thereto (“Disclosure Statement”). Pursuant to filings with the Bankruptcy Court, on May 13, 2021 [Bankruptcy Docket No. 147], Medley LLC withdrew its original Plan [Bankruptcy Docket No. 7] and Disclosure Statement [Bankruptcy Docket. No. 8]. Medley LLC currently intends to file with the Bankruptcy Court an amended Plan and Disclosure Statement as soon as reasonably practicable. There can be no assurances that Medley LLC will obtain the Bankruptcy Court’s approval of an amended Disclosure Statement and/or confirmation of an amended Plan, or that if an amended Plan is confirmed, that the reorganization of Medley LLC will be successfully implemented as contemplated by such amended Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 13, 2021		MEDLEY LLC
	By:	/s/ Richard T. Allorto, Jr.
	Name:	Richard T. Allorto, Jr.
	Title:	Chief Financial Officer

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