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)
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Maryland |
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0-54650 |
(State or other jurisdiction of incorporation) |
45-2544432 |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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: None
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.
On May 27, 2021, Sierra Income Corporation (the “Company”) issued a press release announcing that its Board of Directors had entered into a formal review process to evaluate strategic alternatives for the Company.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release dated, May 27, 2021
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.
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Date: May 27, 2021 |
SIERRA INCOME CORPORATION |
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By: |
/s/ Richard T. Allorto, Jr. |
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Name: |
Richard T. Allorto, Jr. |
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Title: |
Chief Financial Officer |
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 Committee, which is comprised of all of the directors who are not “interested persons,” as such term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, of the Company or its investment adviser, to lead the process.
The Special Committee has engaged Broadhaven Capital Partners as its financial advisor.
The Board of Directors has not set a timetable for the conclusion of the strategic alternatives review. There can be no assurance that the review will result in any form of transaction. The Company does not intend to comment further regarding the review unless or until it determines that further disclosure is appropriate or required by law.
About Sierra Income Corporation
Sierra is a non-traded business development company that invests primarily in first lien senior secured debt, second lien secured debt and, to a lesser extent, subordinated debt of middle market companies in a broad range of industries with annual revenue between $50 million and $1 billion. Sierra’s investment objective is to generate current income, and to a lesser extent, long-term capital appreciation. Sierra is externally managed by SIC Advisors LLC, which is an investment adviser registered under the Investment Advisers Act of 1940, as amended. For additional information, please visit Sierra Income Corporation at www.sierraincomecorp.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws and regulations. These forward-looking statements are identified by their use of terms and phrases such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will" and other similar terms and phrases, including references to assumptions and forecasts of future results. Forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those anticipated at the time the forward-looking statements are made. These forward-looking statements are made based on various underlying assumptions and are subject to numerous uncertainties and risks, including, without limitation: Sierra's continued effectiveness in investing and managing capital; adverse changes in the economy generally or in the industries in which Sierra's portfolio companies operate; uncertainties associated with the impact from the COVID-19 pandemic, including its impact on the global and U.S. capital markets, the global and U.S. economy, the operational and financial performance of our portfolio companies, and liquidity; and such other factors described under the caption “Risk Factors” included in Sierra's filings with the Securities and Exchange Commission (www.sec.gov). Additional risks and uncertainties include, but are not limited to: the Share Repurchase Program includes numerous restrictions that limit a stockholder’s ability to sell its shares as described in the share repurchase materials that will be sent to stockholders; and the timing of the repurchase offers pursuant to our share repurchase program may be at a time that is disadvantageous to stockholders. Although Sierra believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Sierra undertakes no obligation to update any forward-looking statement contained herein to conform the statement to actual results or changes in Sierra’s expectations.
Investor Relations and Media Contact:
Joele Frank, Wilkinson Brimmer Katcher
Andy Brimmer
212-355-4449