Current Report Filing (8-k)
March 26 2019 - 9:11AM
Edgar (US Regulatory)
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 22, 2019
MEDALLION FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-37747
|
|
04-3291176
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
437 Madison Avenue
New York, New York 10022
(Address of principal executive offices) (Zip code)
(212) 328-2100
(Registrants 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 22, 2019, Medallion Financial Corp., a Delaware corporation (the Company), entered into several Note Purchase
Agreements (the Note Purchase Agreements) with certain institutional investors relating to the private placement of its $30 million aggregate principal amount of 8.25% Senior Notes due March 22, 2024 (the Notes).
The Notes mature on March 22, 2024 and bear a fixed interest rate of 8.25% per year. The private placement of the Notes was exempt from registration under the Securities Act of 1933, as amended.
Interest payments on the Notes are payable semiannually on March 22 and September 22 of each year, commencing on September 22,
2019. The Notes are unsecured and unsubordinated obligations of the Company, ranking pari passu in all respects with the Companys existing and future unsecured and unsubordinated indebtedness. The net proceeds from the sale of the Notes will
be used for general corporate purposes, including the repayment of indebtedness.
The foregoing descriptions do not purport to be complete
and are qualified in their entirety by reference to the full text of the form of Note Purchase Agreement, including the form of Note attached thereto, a copy of which is filed as Exhibit 4.1 to this Current Report on Form
8-K,which
is incorporated herein by reference.
Item 2.03
|
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
|
Reference is made to the
disclosure set forth under Item 1.01 above, which is incorporated herein by reference.
On March 26, 2019, the Company issued a press release announcing the Note Purchase Agreements and the Notes issued thereunder. The
press release is attached as Exhibit 99.1 hereto and is incorporated in this Item 8.01 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:
- 2 -
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 26, 2019
|
|
|
MEDALLION FINANCIAL CORP.
|
|
|
By:
|
|
/s/ Larry D. Hall
|
|
|
Name: Larry D. Hall
|
|
|
Title: Chief Financial Officer
|
- 3 -
Medallion Financial (NASDAQ:MFIN)
Historical Stock Chart
From Aug 2024 to Sep 2024
Medallion Financial (NASDAQ:MFIN)
Historical Stock Chart
From Sep 2023 to Sep 2024