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): June 30, 2017
 
 
 
 
 
Sierra Income Corporation
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
 
 
 
 
 
 
Maryland
 
0-54650
 
45-2544432
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
280 Park Ave, 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
 
 
 
 
 
Check the appropriate box below if the Form 8-K 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b- 2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
x
Emerging growth company
x
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 June 30, 2017, the Board of Directors (the “Board”) of Sierra Income Corporation (the “Company”) approved an amendment to the Company’s Amended and Restated Distribution Reinvestment Plan (the “DRIP”). Pursuant to the terms of the Second Amended and Restated Distribution Reinvestment Plan (the “Second Amended and Restated DRIP”), the number of newly-issued shares of the Company’s common stock to be issued to a participating stockholder shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by a price equal to 94.5%, rather than 90%, of the Company’s then current offering price.

The Company entered into the Second Amended and Restated DRIP as a result of the Company’s recently revised fee structure, which went into effect on June 16, 2017. Under the Company’s new fee structure the upfront selling commission was reduced from 7.00% of gross proceeds to up to 3.00% of gross proceeds and the dealer manager fee was reduced from 2.75% of gross proceeds to up to 2.50% of gross proceeds. Further, in connection with the sale of the Company’s common stock by participating broker-dealers, the Company’s dealer manager will reallow and pay participating broker-dealers up to: (a) 3.00% of the gross proceeds from their allocated sales of the Company’s common stock; and (b) 2.50% of the gross proceeds from dealer manager fees in connection with sales of the Company’s common stock. In addition, SIC Advisors LLC, the Company’s investment adviser, will pay the dealer manager, without reimbursement from the Company, an ongoing distribution and stockholder servicing fee that accrues daily in an amount equal to 1/365th of up to 1.0% of the net asset value per share of common stock as of the end of each quarterly period following the date of purchase on a continuous basis from year to year for certain services.

Pursuant to its terms, the Second Amended and Restated DRIP will become effective on July 30, 2017, which is 30 days after written notice was provided to the Company’s shareholders that are currently participants in the DRIP.

A copy of the Second Amended and Restated DRIP is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.

Exhibit No.
  
Description
 
 
 
99.1
  
Second Amended and Restated Distribution Reinvestment 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: June 30, 2017
 
 
 
SIERRA INCOME CORPORATION
 
 
 
 
 
 
 
 
By:
 
/s/ Christopher M. Mathieu
 
 
 
 
 
 
Christopher M. Mathieu
Chief Financial Officer




Exhibit 99.1

SECOND AMENDED AND RESTATED DISTRIBUTION REINVESTMENT PLAN
OF
SIERRA INCOME CORPORATION
Sierra Income Corporation (the “ Company ”) hereby adopts the following plan (the “ Plan ”) with respect to distributions declared by its board of directors (the “ Board of Directors ”) on its shares of common stock (the “ Shares ”):
1. Each stockholder of record may enroll in the Plan by providing the Plan Administrator (as defined below) with written notice, except that a stockholder may only participate in the Plan, and sales to a stockholder under the Plan may only occur, if the Company maintains its registration, or an exemption from registration is available, in the stockholder’s state of residence. To enroll in the Plan, such stockholder shall notify DST Systems, Inc., the Plan administrator and the Company’s reinvestment agent and transfer agent and registrar (collectively the “ Plan Administrator ”), in writing so that such notice is received by the Plan Administrator no later than the record date fixed by the Board of Directors for the distribution involved. If a stockholder elects to enroll in the Plan, all distributions thereafter declared by the Board of Directors shall be payable in Shares of the Company as provided herein, and no action shall be required on such stockholder’s part to receive a distribution in Shares. If a stockholder wishes to receive its distributions in cash, no action is required.
2. Subject to the Board of Directors’ discretion and applicable legal restrictions, the Company intends to authorize and declare ordinary cash distributions on a monthly basis or on such other date or dates as may be fixed from time to time by the Board of Directors to stockholders of record as of the close of business on the record date for the distribution involved. The Company intends to pay such ordinary cash distributions on a monthly basis.
3. The Company shall use newly-issued Shares to implement the Plan. The number of newly-issued Shares to be issued to a stockholder shall be determined by dividing the total dollar amount of the distribution payable to such stockholder by a price equal to 94.5% of the price that the Shares are sold in the offering at the closing immediately following the distribution date. There will be no selling commissions, dealer manager fees or other sales charges on Shares issued to a stockholder.
4. The Plan Administrator will set up an account for Shares acquired pursuant to the Plan for each stockholder who has elected to enroll in the Plan (each a “ Participant ”). The Plan Administrator may hold each Participant’s Shares, together with the Shares of other Participants, in non-certificated form in the Plan Administrator’s name or that of its nominee. If a Participant’s Shares are held by a broker or other financial intermediary, the Participant may “opt in” to the Plan by notifying its broker or other financial intermediary of its election.

5. The Plan Administrator will confirm to each Participant each acquisition made pursuant to the Plan as soon as practicable but not later than 10 business days after the date thereof. Distributions on fractional shares will be credited to each Participant’s account. In the event of termination of a Participant’s account under the Plan, the Plan Administrator will adjust for any such undivided fractional interest in cash at the current offering price of the Company’s Shares in effect at the time of termination.
6. Shares issued pursuant to the Plan will have the same voting rights as the Shares issued pursuant to the Company’s public offering. The Plan Administrator will forward to each Participant any Company-related proxy solicitation materials and each Company report or other communication to stockholders, and will vote any Shares held by it under the Plan in accordance with the instructions set forth on proxies returned by Participants to the Company.
7. In the event that the Company makes available to its stockholders rights to purchase additional Shares or other securities, the Shares held by the Plan Administrator for each Participant under the Plan will be used in calculating the number of rights to be issued to the Participant.
8. The Plan Administrator’s service fee, if any, and expenses for administering the Plan will be paid for by the Company.

Adopted on June 30, 2017, and effective beginning July 30, 2017
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9. Each Participant may terminate his, her or its account under the Plan by filling out the transaction request form located at the bottom of the Participant’s Plan statement and sending it to the Plan Administrator at P.O. Box 219312, Kansas City, Missouri 64121-9312, or by calling the Plan Administrator at (816) 435-1000. Such termination will be effective immediately if the Participant’s notice is received by the Plan Administrator at least 2 days prior to any distribution record date; otherwise, such termination will be effective only with respect to any subsequent distribution. The Plan may be terminated by the Company upon notice in writing mailed to each Participant at least 30 days prior to any record date for the payment of any distribution by the Company. Upon any termination, the Plan Administrator will credit the Participant’s account for the full Shares held for the Participant under the Plan and a cash adjustment for any fractional share to be delivered to the Participant without charge to the Participant. If a Participant elects by his, her or its written notice to the Plan Administrator in advance of termination to have the Plan Administrator sell part or all of his, her or its Shares and remit the proceeds to the Participant, the Plan Administrator is authorized to deduct a $15 transaction fee plus a $0.10 per share brokerage commission from the proceeds.
10. These terms and conditions may be amended or supplemented by the Company at any time but, except when necessary or appropriate to comply with applicable law or the rules or policies of the Securities and Exchange Commission or any other regulatory authority, only by mailing to each Participant appropriate written notice at least 30 days prior to the effective date thereof. The amendment or supplement shall be deemed to be accepted by each Participant unless, prior to the effective date thereof, the Plan Administrator receives written notice of the termination of his, her or its account under the Plan. Any such amendment may include an appointment by the Plan Administrator in its place and stead of a successor agent under these terms and conditions, with full power and authority to perform all or any of the acts to be performed by the Plan Administrator under these terms and conditions. Upon any such appointment of any agent for the purpose of receiving dividends and distributions, the Company will be authorized to pay to such successor agent, for each Participant’s account, all dividends and distributions payable on Shares of the Company held in the Participant’s name or under the Plan for retention or application by such successor agent as provided in these terms and conditions.
11. The Plan Administrator will at all times act in good faith and use its best efforts within reasonable limits to ensure its full and timely performance of all services to be performed by it under the Plan and to comply with applicable law, but assumes no responsibility and shall not be liable for loss or damage due to errors, unless such error is caused by the Plan Administrator’s negligence, bad faith, or willful misconduct or that of its employees or agents.
12. These terms and conditions shall be governed by the laws of the State of Maryland.









Adopted on June 30 , 2017

Adopted on June 30, 2017, and effective beginning July 30, 2017
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