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): March 27, 2019

 

 

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

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:

 

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 March 27, 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, certain technical changes were implemented.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, copies of which are filed as Exhibit 4.1 and Exhibit 10.1 to this Current Report on Form 8-K, which are 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:

 

4.1    Amendment No. 5 to Note, dated and effective as of March 27, 2019, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp.
10.1    Amendment No. 6 to Loan Agreement, dated and effective as of March 27, 2019, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp.

 

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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: March 29, 2019

 

MEDALLION FINANCIAL CORP.

By:

 

/s/ Larry D. Hall

  Name:   Larry D. Hall
  Title:   Chief Financial Officer

 

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Exhibit 4.1

AMENDMENT NO. 5 TO NOTE

AMENDMENT NO. 5 TO NOTE (this “ Amendment ”), dated and effective as of March 27, 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, “March 27, 2019: $10,000,000 (ten million dollars); and” is hereby deleted in its entirety and replaced with the following:

“March 27, 2019: $7,600,000 (seven million six hundred thousand 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.

 

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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]

 

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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 Deputy Assoc. Adm. for OII

Director, Office of Liq.

 

3

Exhibit 10.1

AMENDMENT NO. 6 TO LOAN AGREEMENT

AMENDMENT NO. 6 TO LOAN AGREEMENT (this “ Amendment ”), dated and effective as of March 27, 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. Amendments .

a.      Section 1(g) of the Existing Agreement is hereby deleted in its entirety and replaced with the following:

“Reserved.”

b.      Section 1(j)(i) of the Existing Agreement the phrase, “Management and Operating Expenses” is hereby deleted in its entirety and replaced with the following:

“Management Expenses”

c.      In Section 3 of the Existing Agreement the phrase, “March 27, 2019: $10,000,000 (ten million dollars); and” is hereby deleted in its entirety and replaced with the following:

“March 27, 2019: $7,600,000 (seven million six hundred thousand dollars); and”

d.      The first paragraph of Section 5 of the Existing Agreement is hereby deleted in its entirety and replaced with the following:

Management Expenses . SBA reserves the right in its sole discretion to review and modify the Management Expenses as it deems appropriate. Any request for modification must be approved by SBA in writing prior to payment. Licensee may pay Management Expenses in an amount not exceeding $35,000 per month.”


e.      Section 6 of the Existing Agreement is hereby deleted in its entirety and replaced with the following:

Reserve . In addition to the payment of Management Expenses as provided in paragraph 5 above, Licensee may establish the Reserve, in accordance with this Paragraph. Licensee may retain from the proceeds of the Disposition of the Assets, the collection of interest due from small business concerns, or from any other source, an amount sufficient to fund the Reserve. The maximum amount of the Reserve will be established quarterly with SBA’s prior written approval but shall be at least an amount equal to the maximum Management Expenses permitted for the following quarter pursuant to paragraph 5 (or such other amount approved in writing by SBA). SBA has approved the establishment of a Reserve in the amount of 3 months of management expenses, equal to $105,000 plus any approved SBA follow-on investment(s). Any increase or decrease to this Reserve of 3 months of management expenses, equal to $105,000, must be approved by SBA in writing. Licensee may use the reserve to pay Management Expenses whenever the same become due, and upon any such use the Licensee may replenish the Reserve for the maximum Management Expenses of the next following quarter. Licensee shall pay to SBA any funds that exceed the amount of funds necessary to maintain the amount of the Reserve. Any funds or amounts held or obtained by Licensee from liquidation, Disposition of any Assets or from any other source that exceed the amount of the Reserve shall be paid on the 10 th day of each calendar month to SBA to be applied toward Licensee’s obligations under the Note (applied to interest first, then principal), unless SBA agrees otherwise in writing.”

f.      Section 9(a) of the Existing Agreement which states, “Pay Management and Operating Expenses in an amount exceeding the limits set forth in paragraph 5 hereto;” is hereby deleted in its entirety and replaced with the following:

“Pay Management Expenses in an amount exceeding the limits set forth in paragraph 5 hereto;”

g.      The second and third sentences of Section 10(g) of the Existing Agreement are hereby deleted in their entirety and replaced with the following:

“For purposes of this subsection, a Material Adverse Change shall mean a reduction in the aggregate value of the Assets that have not been disposed of in accordance herewith to a value, as determined by SBA, that is less than 50 percent of the outstanding Indebtedness at any given time.”

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. Without limiting the foregoing, Licensee represents and warrants to SBA that its consent to receivership and stipulation that are part of the Existing Agreement and that were executed on January 25, 2017 remain valid and enforceable against it by SBA.

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.

 

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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 Deputy Assoc. Adm. for OII
  Director, Office of Liq.