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SIERRA INCOME CORPORATION

(SIRR)
Delayed OTC Markets  -  11:34 2021-12-02 am EST
5.010 USD   +5009900.00%
02/25Sierra Income Corp : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in ..
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02/18Sierra Income Corp : Other Events (form 8-K)
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02/18Sierra Income Corporation Declares Distribution, Payable on February 18, 2022
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SIERRA INCOME CORP : Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Material Modification to Rights of Security Holders, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

02/25/2022 | 05:12pm EDT

Item 1.02. Termination of a Material Definitive Agreement

On the Closing Date, the investment advisory agreement by and between the Company and SIC Advisors LLC and the administration agreement by and between the Company and Medley Capital LLC were terminated in connection with the closing of the First Merger.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information in this Current Report on Form 8-K set forth under the Introductory Note and under Item 1.02 is incorporated by reference into this Item 2.01.

As described above, the Merger closed on February 25, 2022. In accordance with the terms of the Merger Agreement, at the Effective Time, each share of Company common stock, par value $0.001 per share (the "Company Common Stock"), issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that were held by a subsidiary of the Company or held, directly or indirectly, by BBDC or Acquisition Sub) was converted into the right to receive (i) an amount in cash from the BBDC Adviser, without interest, equal to $0.9783641, and (ii) 0.44973 shares of BBDC common stock, par value $0.001 per share (the "BBDC Common Stock"), plus any cash in lieu of fractional shares. As a result of the Merger, former Company stockholders will receive approximately 46.0 million shares of BBDC Common Stock for their shares of Company Common Stock.

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is incorporated by reference as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information contained in Item 2.01 is incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

As a result of the First Merger, a change in control of the Company occurred. The information contained in Item 2.01 is incorporated herein by reference.



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Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.



Pursuant to the terms of the Merger Agreement, as of the Effective Time, (i) each of the officers and directors of the Company ceased to be officers and directors of the Company and (ii) the officers and directors of Acquisition Sub, each as of immediately prior to the Effective Time, became the directors and officers of the Company, as the Surviving Corporation.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal

            Year.



Pursuant to the terms of the Merger Agreement, at the Effective Time, the articles of incorporation of the Company were amended and restated and the bylaws of Acquisition Sub, as in effect immediately prior to the Effective Time, became the bylaws of the Company (as the Surviving Corporation). The articles of incorporation and bylaws of the Company (as the Surviving Corporation), each as in effect immediately following the Effective Time, are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On February 24, 2022, the Company held a special meeting of stockholders (the "Special Meeting"), where the Company's stockholders approved two proposals. The issued and outstanding shares of Company Common Stock entitled to vote at the Special Meeting consisted of 102,276,889 shares outstanding on the record date, December 27, 2021. The final voting results from the Special Meeting were as follows:




Proposal 1:



To approve the First Merger.



   For       Against   Abstain
53,968,287   811,729   895,381




Proposal 2:


To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies, in the event that there were insufficient votes at the time of the Special Meeting to approve Proposal 1.



   For       Against    Abstain
53,627,270   895,384   1,152,743

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits



Exhibit No.   Description

2.1*            Agreement and Plan of Merger, dated as of September 21, 2021, by and
              among Sierra Income Corporation, Barings BDC, Inc., Mercury Acquisition
              Sub, Inc. and Barings LLC (Incorporated by reference to Exhibit 2.1 to the
              Company's Current Report on Form 8-K filed on September 22, 2021)

3.1             Articles of Amendment and Restatement of Sierra Income Corporation

3.2             Bylaws of Sierra Income Corporation



* Exhibits and/or schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K or Item 601(b)(10) of Regulation S-K, as applicable. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.




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