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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): February 28, 2024
MEDALLION FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-37747
(Commission File Number)
04-3291176
(IRS Employer Identification No.)
437 MADISON AVENUE, 38th Floor
NEW YORK, New York 10022
(Address of Principal Executive Offices) (Zip Code)
(212) 328-2100
(Registrant’s Telephone Number, Including Area Code)
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 Act:
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Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.01 per share |
MFIN |
NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company 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).
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 1.01 Entry into a Material Definitive Agreement.
On February 28, 2024, the Small Business Administration committed to reserve leverage in the form of debentures in an amount equal to $18,500,000 (the “Commitment”) to Medallion Capital, Inc. (“Medallion Capital”), a wholly-owned subsidiary of Medallion Financial Corp. (the “Company”). Medallion Capital accepted the Commitment on February 28, 2024 and paid to the SBA a leverage fee in the amount of $185,000. The remaining portion of the leverage fee in the amount of $370,000 will be deducted pro rata as Medallion Capital draws from the Commitment proceeds. Medallion Capital can draw from the Commitment proceeds, in whole or in part, until September 30, 2028, the Commitment’s termination date.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Commitment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 29, 2024
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MEDALLION FINANCIAL CORP. |
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By: |
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/s/ Anthony N. Cutrone |
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Name: Anthony N. Cutrone |
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Title: Chief Financial Officer |
COMMITMENT LETTER
February 28, 2024
License No. 05/05-5134
Mr. Steve Lewis
Medallion Capital, Inc.
21940 Minnetonka Blvd Excelsior, MN 55331
Dear Mr. Lewis,
The Small Business Administration ("SBA") is hereby committing to reserve Leverage (as defined in 13 CFR 107.50) in the form of Debentures in an amount equal to $18,500,000 to be issued by Medallion Capital, Inc. (the "Company") on or prior to September 30, 2028, subject to the terms and conditions set forth in this Commitment Letter and in 13 CFR 107.1200-1240. As used herein, terms that are defined in 13 CFR Part 107 shall have the meanings assigned to them therein.
SBA may limit the amounts that may be drawn each year under this Commitment Letter. Each issuance of Leverage under this Commitment Letter is conditioned upon the Company's creditworthiness (as determined by SBA) and the Company’s full compliance (as determined by SBA) with each of the other terms and conditions set forth in 13 CFR 107.1200-1240.
This Commitment Letter shall terminate automatically at 5:00 P.M. Eastern Time on September 30, 2028. You must pay to SBA a non-refundable leverage fee in the amount of $185,000 by the earlier of the date that you apply to SBA to draw funds under this Commitment Letter, or thirty days from the date of this letter. The remaining portion of the leverage fee, in the amount of $370,000 will be deducted, pro rata, as commitment proceeds are drawn down.
By its acceptance of this Commitment Letter, the Company agrees to pay, indemnify and hold SBA harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to or arising out of this Commitment Letter.
This Commitment Letter is subject to the provisions of Part 107 of Title 13 of the Code of Federal Regulations, including without limitation 13 CFR 107.1200-1240, which are incorporated herein by reference.
This Commitment Letter has been issued in reliance upon the written representations and
certifications made by the Company to SBA in connection with its application for a commitment. This Commitment Letter shall be governed by, and construed in accordance with, federal law.
Please digitally or manually sign with blue ink, and date this Commitment Letter and email a scanned PDF copy to your Investment Analyst, Dan Wanamaker at Dan.Wanamaker@sba.gov and Lyn Womack at lyn.womack@sba.gov by the earlier of the date that you apply to SBA to draw funds under this Commitment Letter, or thirty days from the date of this letter. You must retain a copy of the signed Commitment Letter for your records pursuant to 13 CFR 107.600.
U.S. Small Business Administration
By: /s/ Bailey DeVries
Bailey G. DeVries
Associate Administrator
Office of Investment and Innovation
Agreed and Accepted:
Medallion Capital, Inc.
By: /s/ Stephen A. Lewis
Date: 2/28/24