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 2, 2018
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)
Registrants 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 8.01. OTHER EVENTS.
On April 2, 2018, Medallion Financial Corp. (the Company) issued a press release to the news media announcing that the Company withdrew its election to be regulated as a business development company under the Investment Company Act of 1940.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in the press release is being furnished, not filed, pursuant to Item 8.01. Accordingly, the information in the press release will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. |
Description | |
99.1 | Press release, dated April 2, 2018. |
2
Exhibit Index
Exhibit No. |
Description | |
99.1 | Press release, dated April 2, 2018. |
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: April 2, 2018
4
Exhibit 99.1
FOR IMMEDIATE RELEASE:
MEDALLION FINANCIAL CORP. COMPLETES DE-BDC PROCESS AND WILL OPERATE GOING FORWARD AS A NON-INVESTMENT COMPANY
NEW YORK, NY April 2, 2018 Medallion Financial Corp. (Nasdaq: MFIN, Medallion Financial or the Company) announced today that it has filed the Companys withdrawal form of its business development company (BDC) election with the SEC and going forward will operate as a non-investment company.
The Company believes functioning as a traditional operating company will provide several significant benefits for Medallion and its shareholders, including:
| The ability to harness Medallion Banks long-term earnings power by being able to invest additional capital to further grow the Companys consumer portfolio; |
| Simplification of financial statements going forward through the consolidation of all non-investment subsidiaries, including Medallion Bank; |
| Increased transparency, as the Company expects to report its entire operating results on one income statement; |
| Eligibility for inclusion as a component in certain stock market indexes for the first time since the indexes dropped BDCs from inclusion. |
With todays filing, we are now able to streamline our financial presentation and operations under Medallion Financial Corp. and have truly become One Medallion, stated Andrew Murstein, President of Medallion Financial. Importantly, from a long-term strategic perspective, we will continue to execute on our vision of creating value through our consumer lending and mezzanine portfolios. We want to thank everyone for their hard work to bring us to this point, as well as the ongoing support from both our long-term and new shareholders.
* * *
About Medallion Financial Corp.
Medallion Financial Corp. is a specialty finance company that originates and services loans in various industries, and its wholly-owned portfolio company, Medallion Bank, also originates and services consumer loans. The Company and its subsidiaries have lent approximately $7 billion to small businesses.
Please note that this press release contains forward-looking statements that involve risks and uncertainties relating to business performance, cash flow, costs, sales, net investment income, earnings, and growth. Medallion Financials actual results may differ significantly from the results discussed in such forward-looking statements. Factors that might cause such a difference include, but are not limited to, those factors discussed under the heading Risk Factors, in Medallion Financials 2017 Annual Report on Form 10-K.
Company Contact
Investors:
ICR
212-328-2176
InvestorRelations@medallion.com
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