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) January 31, 2019
MEDALLION FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-37747 | 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)) |
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 January 31, 2019, Freshstart Venture Capital Corp. (“Freshstart”), a wholly-owned subsidiary of Medallion Financial Corp. (the “Company”), entered into amendments (the “Amendments”) which amended (i) the Loan Agreement, effective as of January 25, 2017 (the “Loan Agreement”), by and among U.S. Small Business Administration (“SBA”), Freshstart and the Company and (ii) the Note, effective March 1, 2017 (the “Note”), by Freshstart, to SBA. Under the terms of the Amendments, a payment date was extended. Freshstart and SBA entered into the Amendments while additional amendments to the Loan Agreement and Note are being negotiated and finalized.
The foregoing description of the Amendments is qualified in its entirety by reference to the Amendments, which are attached as exhibits hereto and are incorporated herein by reference in their entirety.
| ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS. |
|
Exhibit
No. |
Description |
|
| 4.1 | Amendment No. 2 to Note, dated and effective as of January 31, 2019, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp. | |
| 10.1 | Amendment No. 3 to Loan Agreement, dated and effective as of January 31, 2019, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp. | |
2
Exhibit Index
3
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: February 1, 2019
4
Exhibit 4.1
AMENDMENT NO. 2 TO NOTE
AMENDMENT NO. 2 TO NOTE (this “ Amendment ”), dated and effective as of January 31, 2019, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“ SBA ”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “ Licensee ”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.
RECITALS
WHEREAS , the Licensee issued that certain Note, effective as of March 1, 2017 in the principal amount of $34,024,755.58 (thirty-four million twenty-four thousand seven hundred fifty-five and 58/100 dollars) in favor of SBA (the “ Existing Note ”).
WHEREAS , SBA and the Licensee have agreed, subject to the terms and conditions of this Amendment, that the Existing Note be amended to reflect certain agreed upon revisions to the terms of the Existing Note.
NOW THEREFORE, SBA and the Licensee hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, that the Existing Note is hereby amended as follows:
SECTION 1. Defined Terms . Except as otherwise indicated herein, all words and terms defined in the Existing Note shall have the same meanings when used herein.
SECTION 2. Amendment . In the third paragraph of the Existing Note the phrase, “February 1, 2019: $10,000,000 (ten million dollars); and” is hereby deleted in its entirety and replaced with the following:
“February 15, 2019: $10,000,000 (ten million dollars); and”
SECTION 3. Representations and Warranties . Each party hereby represents and warrants to the other party that it is in compliance with all the terms and provisions set forth in the Existing Note on its part to be observed or performed and hereby confirms and reaffirms each of its representations and warranties contained in the Existing Note.
SECTION 4. Limited Effect . Except as expressly amended and modified by this Amendment, the Existing Note shall continue to be, and shall remain, in full force and effect in accordance with its terms (and as duly amended).
SECTION 5. Counterparts . This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of an executed original counterpart of this Amendment.
1
SECTION 6. Governing Law . Pursuant to Section 101.106(b) of Part 13 of the Code of Federal Regulations, this Amendment is to be construed and enforced in accordance with the Act, the Regulations and other Federal law, and in the absence of applicable Federal law, then by applicable New York law to the extent it does not conflict with the Act, the Regulations or other Federal law.
[SIGNATURES APPEAR ON NEXT PAGE]
2
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| FRESHSTART VENTURE CAPITAL CORPORATION | ||
| By: /s/ Alvin Murstein | ||
| Name: Alvin Murstein | ||
| Title: Chairman & Chief Executive Officer | ||
| U.S. SMALL BUSINESS ADMINISTRATION | ||
| By: /s/ Thomas G. Morris | ||
| Name: Thomas G. Morris | ||
|
Title: Acting Assoc. Adm. for Investment and Innovation Director, Office of Liquidation |
||
3
Exhibit 10.1
AMENDMENT NO. 3 TO LOAN AGREEMENT
AMENDMENT NO. 3 TO LOAN AGREEMENT (this “ Amendment ”), dated and effective as of January 31, 2019, is made by and between the U.S. SMALL BUSINESS ADMINISTRATION (“ SBA ”), an agency of the United States, and its successors and assigns, and FRESHSTART VENTURE CAPITAL CORPORATION (the “ Licensee ”), a Small Business Investment Company, licensed under the Small Business Investment Act of 1958, as amended, whose principal office is located at 437 Madison Avenue, New York, NY 10022.
RECITALS
WHEREAS , SBA and the Licensee are parties to that certain Loan Agreement, effective as of January 25, 2017 (as amended, the “ Existing Agreement ”);
WHEREAS , SBA and the Licensee have agreed, subject to the terms and conditions of this Amendment, that the Existing Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Agreement.
NOW THEREFORE, SBA and the Licensee hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, that the Existing Agreement is hereby amended as follows:
SECTION 1. Defined Terms . Except as otherwise indicated herein, all words and terms defined in the Existing Agreement shall have the same meanings when used herein.
SECTION 2. Amendment . In Section 3 of the Existing Agreement the phrase, “February 1, 2019: $10,000,000 (ten million dollars); and” is hereby deleted in its entirety and replaced with the following:
“February 15, 2019: $10,000,000 (ten million dollars); and”
SECTION 3. Representations and Warranties . Each party hereby represents and warrants to the other party that it is in compliance with all the terms and provisions set forth in the Existing Agreement on its part to be observed or performed and hereby confirms and reaffirms each of its representations and warranties contained in the Existing Agreement.
SECTION 4. Limited Effect . Except as expressly amended and modified by this Amendment, the Existing Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms (and as duly amended).
SECTION 5. Counterparts . This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment in Portable Document Format (PDF) or by facsimile transmission shall be effective as delivery of an executed original counterpart of this Amendment.
SECTION 6. Governing Law . Pursuant to Section 101.106(b) of Part 13 of the Code of Federal Regulations, this Amendment is to be construed and enforced in accordance with the Act, the Regulations and other Federal law, and in the absence of applicable Federal law, then by applicable New York law to the extent it does not conflict with the Act, the Regulations or other Federal law.
[SIGNATURES APPEAR ON NEXT PAGE]
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
| FRESHSTART VENTURE CAPITAL CORPORATION | ||
| By: /s/ Alvin Murstein | ||
| Name: Alvin Murstein | ||
| Title: Chairman & Chief Executive Officer | ||
| U.S. SMALL BUSINESS ADMINISTRATION | ||
| By: /s/ Thomas G. Morris | ||
| Name: Thomas G. Morris | ||
|
Title: Acting Assoc. Adm. for Investment and Innovation Director, Office of Liquidation |
||