Item 8.01. Other Events.
Appointment of Independent Manager of Medley LLC
In respect of Medley LLC's ("Medley LLC") pending voluntary case under chapter
11 of title 11 of the United States Code in the United States Bankruptcy Court
for the District of Delaware captioned In re: Medley LLC, Case No. 21-10526
(KBO) (the "Medley LLC Chapter 11 Case") and as authorized and implemented
pursuant to the adoption of the Fifth Amended and Restated Limited Liability
Company Agreement of Medley LLC as described below, on June 1, 2021, Michelle
Dreyer was appointed as the independent and sole manager (the "Manager") of
Medley LLC. Concomitantly with Ms. Dreyer's appointment as independent Manager
of Medley LLC, on June 1, 2021, MDLY resigned as managing member ("Managing
Member") of Medley LLC. Notwithstanding such resignation, MDLY retains its
membership interests in Medley LLC and rights as a member of Medley LLC.
In connection with the appointment of Ms. Dreyer as independent Manager of
Medley LLC, Medley LLC entered into a Service Agreement (the "Service
Agreement") with Corporation Service Company ("CSC"). Ms. Dreyer joined in the
execution of the Service Agreement for the limited purpose of accepting her
appointment as independent Manager of Medley LLC and accepting and agreeing to
be bound by all of the terms and provisions of the Service Agreement applicable
to Ms. Dreyer as independent Manager. The Service Agreement provides that Medley
LLC shall pay CSC an initial $75,000 fee upon execution for the first 60 days
from the effective date, with the independent Manager's time thereafter billed
at a rate of $625 per hour. The Service Agreement also provides for the
reimbursement of certain expenses incurred by CSC or the independent Manager
pursuant to the Service Agreement.
There are no related-party transactions involving the registrant and Ms. Dreyer
that are required to be disclosed under Item 404(a) of Regulation S-K.
Fifth Amended and Restated Limited Liability Company Agreement of Medley LLC
On June 1, 2021, MDLY (as Medley LLC's outgoing Managing Member) approved and
adopted the Fifth Amended and Restated Limited Liability Company Agreement of
Medley LLC, dated and effective as of June 1, 2021 (the "Fifth Medley LLC
Operating Agreement"). The Fifth Medley LLC Operating Agreement supersedes and
replaces the Fourth Amended and Restated Limited Liability Company Agreement of
Medley LLC, dated as of September 23, 2014, as amended February 3, 2021 (the
"Prior Operating Agreement), in its entirety.
The Fifth Medley LLC Operating Agreement was adopted to, among other things,
provide for separate "manager" and "member" roles in Medley LLC in order to
authorize and implement the appointment of an independent Manager for Medley
LLC. As described above, on June 1, 2021, pursuant to the Fifth Medley LLC
Operating Agreement, Michelle Dreyer was appointed as the independent Manager of
Medley LLC, and MDLY resigned as Managing Member of Medley LLC. Notwithstanding
such resignation, MDLY retains its membership interests in Medley LLC and rights
as a member of Medley LLC. Ms. Dreyer is party to the Fifth Medley LLC Operating
Agreement in her capacity as independent Manager of Medley LLC. MDLY executed
the Fifth Medley LLC Operating Agreement in its capacity as Medley LLC's
outgoing Managing Member.
The Fifth Medley LLC Operating Agreement additionally reflects changes resulting
from the integration of provisions from (and the elimination of provisions
rendered unnecessary by) the previously reported First Amendment, dated as of
February 3, 2021, to the Prior Operating Agreement, and Medley LLC's
corresponding election as authorized thereby to classify Medley LLC as a
corporation for income tax purposes, as described in MDLY's Current Report on
Form 8-K filed on February 9, 2021.
The foregoing description of the Fifth Medley LLC Operating Agreement does not
purport to be complete, and is qualified in its entirety by reference to the
full text the Fifth Medley LLC Operating Agreement, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and which document is
incorporated by reference into this Item 8.01.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Fifth Amended and Restated Limited Liability Company Agreement of
Medley LLC, dated as of June 1, 2021.
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