MEDALLION FINANCIAL CORP — Capital/Financing Update 2020

Sep 24, 2020

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): September 23, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share 9.000% Senior Notes due 2021	MFIN MFINL	NASDAQ Global Select Market 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 September 23, 2020, 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, the maturity date of the Note and Loan Agreement (the “Maturity Date”) was extended until the maturity date of the Company’s publicly-traded 9.000% Senior Notes currently due April 15, 2021 (the “Public Debt”), provided, however, that (1) upon the Company’s refinancing of the Public Debt (the “Replacement Debt”), “Maturity Date” shall mean the earlier of (a) the maturity date of the Replacement Debt or (b) April 30, 2024, (2) upon the Company’s repayment of the Public Debt without refinancing, “Maturity Date” shall mean April 30, 2024, and (3) under no circumstances shall “Maturity Date” be any date after April 30, 2024. The outstanding loan balance as of the date of the Amendments is approximately $14.0 million.

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. 11 to Note, dated and effective as of September 23, 2020, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp.

10.1 Amendment No. 12 to Loan Agreement, dated and effective as of September 23, 2020, by and between U.S. Small Business Administration and Freshstart Venture Capital Corp.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: September 24, 2020

MEDALLION FINANCIAL CORP.
By:	/s/ Larry D. Hall
	Name: Larry D. Hall
	Title: Chief Financial Officer

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