UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) April 7, 2016

 

 

MEDALLION FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

814-00188   04-3291176
(Commission File Number)   (IRS Employer Identification Number)

437 Madison Avenue

New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (212) 328-2100

(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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 30, 2016, the SBA committed to reserve leverage in the form of debentures in an amount equal to $10 million (the “Commitment”) to Medallion Capital, Inc. (“Medallion Capital”), a wholly-owned subsidiary of Medallion Financial Corp. Medallion Capital accepted the Commitment on April 7, 2016 and paid to the SBA a leverage fee in the amount of $100,000.00. The remaining portion of the leverage fee in the amount of $200,000.00 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, 2020, the Commitment’s expiration date.

The foregoing description of the Commitment is qualified in its entirety by reference to the Commitment, which is attached as an exhibit hereto and is incorporated herein by reference in its entirety.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit
No.

  

Description

10.1    Commitment Letter, dated March 30, 2016, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on April 7, 2016.

 

2

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.

 

MEDALLION FINANCIAL CORP.
By:  

/s/ Larry D. Hall

Name:   Larry D. Hall
Title:   Chief Financial Officer
Date:   April 7, 2016

 

3

Exhibit Index

 

Exhibit
No.

  

Description

10.1    Commitment Letter, dated March 30, 2016, by the Small Business Administration to Medallion Capital, Inc., accepted and agreed to by Medallion Capital, Inc. on April 7, 2016.

 

4

Exhibit 10.1

 

LOGO

 

U.S. SMALL BUSINESS ADMINISTRATION OFFICE OF INVESTMENT & INNOVATION

409 THIRD STREET, SW, SUITE 6300

WASHINGTON, D.C. 20416

COMMITMENT LETTER

RECElVED

APR 0 5 2016

License No. 05/05-5134

MAR 30 20 16

Mr. Dean Pickerell

Medallion Capital, Inc.

3000 West County Rd. 42, Suite 301

Burnsville, MN 55337

Dear Mr. Pickerell:

The Small Business Administration (“SBA”) is hereby committing to reserve Leverage (as defined in Title 13 ofthe Code ofFederal Regulations (“13 CFR”) 107.50) in the form of guaranteed Debentures in an amount equal to $10,000.000.00, to be issued by Medallion Capital Inc. (the “Company”) on or prior to September 30, 2020, subject to the terms and conditions set forth in this Commitment Letter and in 13 CFR 107.1200-1240. As used herein, terms which 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 5:00P.M. Eastern Time on September

30, 2020. You must pay to SBA a non-refundable leverage fee in the amount of $100,000.00 within thirty days of the date of this letter or prior to your first draw against this commitment, whichever occurs earlier. The remaining portion of the leverage fee, in the amount of

$200,000.00, will be deducted pro-rata as commitment proceeds are drawn.

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.U.S. SMALL BUSINESS ADMINISTRATION OFFICE OF INVESTMENT & INNOVATION

409 THIRD STREET, SW, SUITE 6300

WASHINGTON, D.C. 20416

COMMITMENT LETTER

RECElVED

APR 0 5 2016

License No. 05/05-5134

MAR 30 20 16

Mr. Dean Pickerell

Medallion Capital, Inc.

3000 West County Rd. 42, Suite 301

Burnsville, MN 55337

Dear Mr. Pickerell:

The Small Business Administration (“SBA”) is hereby committing to reserve Leverage (as defined in Title 13 ofthe Code ofFederal Regulations (“13 CFR”) 107.50) in the form of guaranteed Debentures in an amount equal to $10,000.000.00, to be issued by Medallion Capital Inc. (the “Company”) on or prior to September 30, 2020, subject to the terms and conditions set forth in this Commitment Letter and in 13 CFR 107.1200-1240. As used herein, terms which 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 5:00P.M. Eastern Time on September

30, 2020. You must pay to SBA a non-refundable leverage fee in the amount of $100,000.00 within thirty days of the date of this letter or prior to your first draw against this commitment, whichever occurs earlier. The remaining portion of the leverage fee, in the amount of $200,000.00, will be deducted pro-rata as commitment proceeds are drawn.

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.

LOGO

 

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.

Two originals of this Commitment Letter are provided so that one may be retained by the

Company and the other returned to this Office, Attention: Andrew Hogue.

U.S. Small Business Administration

Agreed and Accepted: Medallion Capital, Inc.

By:

Mark alsh

Associate Administrator

for Investment & Innovation

Date: