Schedule 13D

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AJsXSTquZrIQWGfIlmoL/oYOZ5PsiLuNcy2QEgMJlNYQz3mTPusQhtgr3FLQhxVn AWZi85WBrjMsdS6ASpkP0g== 0001193125-08-012268.txt : 20080125 0001193125-08-012268.hdr.sgml : 20080125 20080125150402 ACCESSION NUMBER: 0001193125-08-012268 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080125 DATE AS OF CHANGE: 20080125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sports Properties Acquisition Corp. CENTRAL INDEX KEY: 0001412203 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 743223265 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83538 FILM NUMBER: 08550632 BUSINESS ADDRESS: STREET 1: 437 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 328-2100 MAIL ADDRESS: STREET 1: 437 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEDALLION FINANCIAL CORP CENTRAL INDEX KEY: 0001000209 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 043291176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 437 MADISON AVE 38 TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2123282153 MAIL ADDRESS: STREET 1: 437 MADISON AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 dsc13d.htm SCHEDULE 13D Schedule 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Sports Properties Acquisition Corp.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

84920F 107

(CUSIP Number)

Medallion Financial Corp.

437 Madison Avenue, 38^th Floor

New York, NY 10022

(212) 328-2100

Attention: Andrew Murstein, President

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 17, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided n a prior page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 84920F 107


1		NAME OF REPORTING PERSON Medallion Financial Corp.
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5		CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7 SOLE VOTING POWER 5,203,750¹
		8 SHARED VOTING POWER 0
		9 SOLE DISPOSITIVE POWER 5,203,750²
		10 SHARED DISPOSITIVE POWER 0


11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,203,750 shares of common stock³
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.2%
14		TYPE OF REPORTING PERSON IV

¹	The 5,203,750 shares of common stock held by Medallion Financial Corp. excludes 5,900,000 founder warrants that are not currently exercisable. The warrants will become exercisable at any time after the later of January 17, 2009 and the Issuer’s consummation of its initial business combination.

²	The 5,203,750 shares of common stock held by Medallion Financial Corp. excludes 5,900,000 founder warrants that are not currently exercisable. The warrants will become exercisable at any time after the later of January 17, 2009 and the Issuer’s consummation of its initial business combination.

The 5,203,750 shares of common stock held by Medallion Financial Corp. exclude warrants to purchase 5,900,000 shares of common stock that are not currently exercisable. The warrants will become exercisable at any time after the later of January 17, 2009 and the Issuer’s consummation of its initial business combination.

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Item 1.

Security and Issuer

The class of equity securities to which this statement relates is common stock, $0.001 par value per share, of Sports Properties Acquisition Corp., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 437 Madison Avenue, 38^th Floor, New York, NY 10022.

Item 2.

Identity and Background

(a) - (b)

Medallion Financial Corp.

437 Madison Avenue, 38^th Floor

New York, NY 10022

(c) Medallion Financial Corp. (“Medallion Financial”) is a closed-end, non-diversified management investment company under the Investment Company Act of 1940, or the 1940 Act. It has elected to be treated as a business development company under the 1940 Act. It is a specialty finance company that has a leading position in originating, acquiring, and servicing loans that finance taxicab medallions and various types of commercial businesses. One of its wholly-owned portfolio companies, Medallion Bank, also originates consumer loans for the purchase of recreational vehicles, boats, and trailers. Medallion Financial’s investment objectives are to provide a high level of distributable income, consistent with the preservation of capital, as well as long-term growth of net asset value. As a business development company, Medallion Financial provides debt, mezzanine and equity investment capital to companies in a variety of industries, consistent with its investment objectives.

Medallion Financial also conducts business through various divisions and wholly-owned investment company subsidiaries including:

•

Medallion Funding Corp., a Small Business Investment Company, or SBIC, and a regulated investment company, or RIC, its primary taxicab medallion lending company;

•

Medallion Business Credit, an originator of loans to small businesses for the purpose of financing inventory and receivables;

•

Medallion Capital, Inc., an SBIC and a RIC, which conducts a mezzanine financing business; and

•

Freshstart Venture Capital Corp., an SBIC and a RIC, which originates and services taxicab medallion and commercial loans.

(d) N/A

(e) N/A

(f) United States

Item 3.

Source and Amount of Funds or Other Consideration

The shares of common stock held by Medallion Financial were purchased in connection with the initial capitalization of the Issuer. On September 12, 2007, 5,203,750 shares of common stock of the Issuer were sold to Medallion Financial in a private placement for an aggregate

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purchase price of $52,037.50. Up to 678,750 shares of the common stock held by Medallion Financial are subject to forfeiture in the event the underwriters do not exercise their over-allotment option in full in connection with the Issuer’s initial public offering. In addition, on January 17, 2008, prior to the effectiveness of the Issuer’s initial public offering, Medallion Financial acquired 5,900,000 founder warrants at the price of $1.00 per warrant for a total purchase price of $5,900,000. Both the purchase of the common stock and the purchase of the warrants were financed from Medallion Financial’s funds and not borrowed funds.

Item 4.

Purpose of Transaction

Medallion Financial incorporated the Issuer, and purchased the common stock and the warrants, in order to cause the Issuer to effectuate a merger, capital stock exchange, stock purchase, asset acquisition or other similar business combination with one or more existing operating businesses in the sports, leisure and entertainment industries, as more fully described in the Issuer’s registration statement on Form S-1 (SEC File No. 333-146353) (the “Registration Statement”).

In connection with the vote required for the Issuer’s business combination, Medallion Financial has agreed to vote the shares of the common stock owned by it in accordance with the majority of the shares of common stock voted by the public stockholders and any shares of common stock acquired by it after the Issuer’s initial public offering in favor of a business combination. Although it has no specific plan or proposal to do so, Medallion Financial may purchase shares of common stock or warrants in the open market for investment purposes or to influence the stockholder vote to approve a business combination. In addition, Medallion Financial’s ownership interest, together with any other acquisitions of the Issuer’s shares of common stock (or warrants which are subsequently exercised), could also allow Medallion Financial to influence the outcome of matters requiring stockholder approval, including the outcome of the Issuer’s initial business combination, the election of directors and the approval of significant corporate transactions after completion of the Issuer’s initial business combination.

Prior to the consummation of the Issuer’s initial public offering, the Issuer’s activities were limited to organizational activities. It did not have any specific business combination under consideration and it did not have (nor did Medallion Financial on its behalf) contact with any prospective target acquisition or have any discussions, formal or otherwise, prior to or since its incorporation, with respect to such transaction. Accordingly, as of the date hereof, neither the Issuer nor Medallion Financial has any specific plans or proposals to effectuate a business combination other than as may be disclosed in the Registration Statement.

Item 5.

Interest in Securities of the Issuer

(a) 5,203,750 shares of common stock, or approximately 20.2% of the Issuer’s outstanding common stock.

(b) Medallion Financial has sole voting and sole power to direct the disposition of the shares described in Item 5(a).

(d) Not Applicable.

(e) Not Applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described in Items 1-7 of this Schedule 13D, to the best knowledge of Medallion Financial, there are no contracts, arrangements, understandings or relations (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loans or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholdings of proxies, between Medallion Financial and any other person with respect to the common stock or other securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits


Exhibit No.		Description

1		Subscription Agreement, dated September 12, 2007, by and between Medallion Financial Corp. and Sports Properties Acquisition Corp.

2		Warrant Subscription Agreement, dated January 17, 2008, by and between Medallion Financial Corp. and Sports Properties Acquisition Corp.

3		Letter Agreement dated January 17, 2008, by and among Medallion Financial Corp., Sports Properties Acquisition Corp. and Banc of America Securities LLC.

4*		Securities Escrow Agreement dated January 17, 2008, by and among Sports Properties Acquisition Corp., Continental Stock Transfer & Trust Company, as Escrow Agent, and the founding stockholders of Sports Properties Acquisition Corp.

*	Previously filed as Exhibit 10.2 to the Current Report on Form 8-K of Sports Properties Acquisition Corp. filed on January 24, 2008 (File No. 001 - 33918) and incorporated by reference herein.

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Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 25, 2008


Medallion Financial Corp.

By:		/s/ Andrew M. Murstein
Name:		Andrew M. Murstein
Title:		President

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EX-99.1 2 dex991.htm SUBSCRIPTION AGREEMENT Subscription Agreement

Exhibit 1

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 12th day of September, 2007 for the benefit of Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 437 Madison Avenue, New York, NY 10022 by Medallion Financial Corp. (the “Subscriber”).

WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”); and

WHEREAS, the Subscriber wishes to purchase the number of Shares indicated on the signature page hereto, and the Company wishes to accept such subscription;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the Company and the Subscriber do hereby agree as follows:

1. Agreement to Subscribe

1.1 Purchase and Issuance of the Shares. The Subscriber is hereby subscribing for the number of Shares indicated on the signature page hereto by the caption, “Number of Shares Being Subscribed” which Shares will be issued to the Subscriber, or his affiliates or designees. The aggregate purchase price for such Subscriber’s Shares (the “Purchase Price”) is indicated on the signature page hereto by the caption, “Aggregate Purchase Price”.

1.2 Delivery of the Purchase Price. Upon execution of this Agreement the undersigned is hereby bound to fulfill his obligations hereunder and hereby irrevocably commits to deliver to the Company, on the date of Closing (as hereinafter defined) the Purchase Price by bank check, wire transfer or such other form of payment as shall be acceptable to the Company, in its sole and absolute discretion, at the Closing.

1.3 Closing. The closing of the Offering (the “Closing”) shall take place at the offices of the Company on September 12, 2007 at 9:00 a.m. local time.

2. Representations and Warranties of the Subscriber

The Subscriber represents and warrants to the Company that:

2.1 No Government Recommendation or Approval. The Subscriber understands that no United States federal or state agency has passed upon or made any recommendation or endorsement of the Company or the Offering of the Shares.

2.2 Intent. The Subscriber is purchasing the Shares solely for investment purposes, for the Subscriber’s own account and not with a view towards the distribution or dissemination thereof and the Subscriber has no present arrangement to sell the Shares to or through any person or entity. The Subscriber understands that the Shares must be held indefinitely unless such Shares are subsequently registered under the Securities Act or an exemption from registration is available.

2.3 Sophisticated Investor.

(i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Shares.

(ii) The Subscriber is able to bear the economic risk of his investment in the Shares for an indefinite period of time because none of the Shares have been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

2.4 Independent Investigation. The Subscriber, in making the decision to purchase the Shares, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. The Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from, the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Shares and has had full access to such other information concerning the Company as the Subscriber has requested.

2.5 Rule 144 Acknowledgements. The Subscriber is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act (“Rule 144”), which permits limited public resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Subscriber understands that the Shares are “restricted securities” as that term is defined in Rule 144 and that the Shares must be held indefinitely by the Subscriber unless they are subsequently registered under the Securities Act or an exemption from such registration, such as Rule 144, is available. Notwithstanding the foregoing, the Subscriber further understands and acknowledges that the SEC has taken the position that the Subscriber is considered a promoter under the Securities Act of 1933, as amended (the “Securities Act”), and that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination (as defined herein), would act as an “underwriter” under the Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 will not be available for the resale of the Shares despite technical compliance with the requirements of Rule 144, in which event the resale transactions would need to be made through a registered offering.

2.6 Authority. This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by the Subscriber does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which the Subscriber is a party.

2.7 No Legal Advice from Company. The Subscriber acknowledges that he has had the opportunity to review this Agreement and the transactions contemplated by this Agreement and the other agreements entered into between the parties hereto with the Subscriber’s own legal counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered into between the parties hereto, the Subscriber is relying solely on such counsel and advisors and not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.

2.8 Reliance on Representations and Warranties. The Subscriber understands that the Shares are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

2.9 No Advertisements. The undersigned is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.

2.10 Legend. The Subscriber acknowledges and agrees that the certificates evidencing the Shares shall bear a restrictive legend (the “Legend”), in the form and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the Shares, except (i) pursuant to an effective registration statement filed under the

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Securities Act, (ii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), and (iii) pursuant to any other exemption from the registration requirements of the Securities Act.

3. Representations and Warranties of the Company

The Company represents and warrants to the Subscriber that:

3.1 Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

3.2 Organization and Qualification. The Company is a corporation duly incorporated and existing in good standing under the laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

3.3 Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Common Stock in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

3.4 No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not (i) result in a violation of the Company’s Certificate of Incorporation or By-Laws or (ii) conflict with, or constitute a default under any agreement, indenture or instrument to which the Company is a party. Other than any SEC or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue the Shares in accordance with the terms hereof.

4. Legends; Denominations

4.1 Legend. The Company will issue the Shares purchased by the Subscriber in the name of the Subscriber and in such denominations to be specified by the Subscriber prior to the Closing. The Shares will bear the following Legend and appropriate “stop transfer” instructions:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A STOCK ESCROW AGREEMENT (THE “AGREEMENT”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT). FURTHER, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE SECURITIES UNDER THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

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4.2 Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and agreement to comply with all applicable securities laws upon resale of the Shares.

4.3 Company’s Refusal to Register Transfer of Shares. The Company shall refuse to register any transfer of the Shares, if in the sole judgment of the Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.

5. Escrow

Upon consummation of the IPO, the Subscriber and its designees shall enter into a securities escrow agreement with Continental Stock Transfer & Trust Company, whereby the Shares shall be held in escrow until the earlier of (i) one year after the consummation of a Business Combination (as hereinafter defined) or (ii) the liquidation of the Company. As used herein, a “Business Combination” shall mean an acquisition by the Company by merger, capital stock exchange, exchangeable share transaction, joint venture, asset or stock acquisition or other similar business combination of one or more domestic or international operating businesses in the sports industry having, collectively, a fair market value of at least 80% of the Company’s net assets at the time of such acquisition (excluding deferred underwriting discounts and commissions).

6. Waiver of Liquidation Distributions

In connection with the Shares purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any liquidating distributions by the Company in the event of a liquidation of the Company upon the Company’s failure to timely complete a Business Combination. For purposes of clarity, in the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares of Common Stock so purchased shall be eligible to receive any liquidating distributions by the Company. Notwithstanding the foregoing, the Subscriber acknowledges and agrees that any such shares of Common Stock purchased by Subscriber in this private placement or in the IPO will be voted in accordance with the majority of the shares voted by the public stockholders, while any such shares of Common Stock purchased by Subscriber in the aftermarket will be voted in favor of a Business Combination. Consequently, in no event will the Subscriber have the right to convert any shares of Common Stock into funds held in the trust account with Continental Stock Transfer & Trust Company upon the successful completion of a Business Combination.

7. Company Redemption Right and Forfeiture of Shares.

7.1 Failure of Underwriters to Exercise Over-allotment Option in Full. On a date that is within the five-day period following the date that is 30 days after the date of the Underwriting Agreement between the Company and Banc of America Securities LLC (the “Underwriting Agreement”) or, if earlier, the date Banc of America Securities LLC terminates its Over-allotment Option (as defined in the Underwriting Agreement) pursuant to the terms of the Underwriting Agreement, Subscriber will forfeit to the Company, and the Company shall accept from the undersigned, at no cost, the number of shares of Common Stock determined by multiplying (a) 678,750 Shares by (b) a fraction, (i) the numerator of which is 3,000,000 minus the number of shares of Common Stock purchased by the Underwriter upon the exercise of its Over-allotment Option, and (ii) the denominator of which is 3,000,000.

7.2 Failure to Consummate Business Combination. All of the Shares purchased pursuant to this Agreement initially shall be subject to forfeiture to the Company in accordance with this Section 7. The Shares shall be forfeited to the Company in the event that the Company does not consummate a Business Combination within 24 months from the consummation of the IPO.

7.3 Termination of Rights as Stockholder; Escrow. If such Shares are forfeited in accordance with this Section 7, then after such time, the Subscriber (or successor in interest) shall no longer have any rights as a holder of

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such Shares, and the Company shall take such action as is appropriate to cancel such Shares. To effectuate the foregoing, all certificates representing the Shares shall be held in escrow as provided in Section 5 hereof. In addition, the Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing.

8. Rescission Right Waiver and Indemnification.

8.1 The Subscriber understands and acknowledges that an exemption from the registration requirements of the Securities Act requires that there be no general solicitation of purchasers of the Shares. In this regard, if the offering of units in the Company’s IPO were deemed to be a general solicitation with respect to the Shares, the offer and sale of such Shares may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchases of the Shares. In order to facilitate the completion of the IPO and in order to protect the Company, its stockholders and the trust account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Shares. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Shares to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Shares hereunder or relating to the purchase of the Shares and the transactions contemplated hereby.

8.2 The Subscriber agrees not to seek recourse against the trust account for any reason whatsoever in connection with his purchase of the Shares or any Claim that may arise now or in the future.

8.3 The Subscriber acknowledges and agrees that the other stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Agreement.

8.4 The Subscriber agrees that to the extent any waiver of rights under this Section 8 is ineffective as a matter of law, the Subscriber has offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The Subscriber acknowledges the receipt and sufficiency of consideration received from the Company hereunder in this regard.

9. Voting of Shares. Subscriber has agreed to vote the shares of Common Stock purchased by him in this private placement or acquired in the IPO in accordance with the majority of the shares of Common Stock voted by the public stockholders. In connection with securities purchased in the aftermarket, Subscriber has agreed to vote such shares of Common Stock in favor of a Business Combination that the Company negotiates and presents for approval to the Company’s stockholders.

10. Governing Law; Jurisdiction; Waiver of Jury Trial

This Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

11 Assignment; Entire Agreement; Amendment

11.1 Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by Subscriber to a person agreeing to be bound by the terms hereof.

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11.2 Entire Agreement. This Subscription Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

11.3 Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge, or termination is sought.

11.4 Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns.

12. Notices; Indemnity

12.1 Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (b) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the stockholder.

12.2 Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.

13. Counterparts

This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

14. Survival; Severability

14.1 Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.

14.2 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

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15. Titles and Subtitles

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

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Name of the Subscriber:		Medallion Financial Corp. (Please print legibly)

Number of Shares Being Subscribed:		5,203,750

Aggregate Purchase Price:		$52,037.50

Date of Subscription:		September 12, 2007

Principal Place of Business:

Medallion Financial Corp.

437 Madison Avenue

New York, NY 10022

Telephone: (212) 328-2100

Fax: (212) 328-2101

This subscription is accepted by the Company on the 12th day of September, 2007.


SPORTS PROPERTIES ACQUISITION CORP.

By:		/s/ Tony Tavares
		Name: Tony Tavares
		Title: President and Chief Executive Officer


MEDALLION FINANCIAL CORP.

By:		/s/ Andrew M. Murstein
		Name: Andrew M. Murstein
		Title: President

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EX-99.2 3 dex992.htm WARRANT SUBSCRIPTION AGREEMENT Warrant Subscription Agreement

Exhibit 2

SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this “Agreement”) made as of this 17^th day of January, 2008 for the benefit of Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), having its principal place of business at 437 Madison Avenue, New York, NY 10022 by Medallion Financial Corporation (the “Subscriber”).

WHEREAS, the Company desires to sell on a private placement basis (the “Offering”) 6,000,000 warrants (the “Warrants”). Each Warrant is exercisable for one share of the Company’s common stock, par value $0.001 per share, (“Common Stock”), at an exercise price of $7.00 per share and for a per Warrant purchase price of $1.00; and

WHEREAS, the Subscriber wishes to purchase the number of Warrants indicated on the signature page hereto by the caption, “Number of Warrants Being Subscribed”, and the Company wishes to accept such subscription;

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the Company and the Subscriber do hereby agree as follows:

1. Agreement to Subscribe

1.1 Purchase and Issuance of the Securities. The Subscriber is hereby subscribing for the number of Warrants indicated on the signature page hereto by the caption, “Number of Warrants Being Subscribed” which Warrants will be issued to the Subscriber, or his affiliates or designees. The aggregate purchase price for such Subscriber’s Warrants (the “Purchase Price”) is indicated on the signature page hereto by the caption, “Aggregate Purchase Price”.

1.2 Delivery of the Purchase Price. Upon execution of this Agreement the undersigned is hereby bound to fulfill his obligations hereunder and hereby irrevocably commits to deliver into a trust account maintained by Continental Stock Transfer & Trust Company, acting as Trustee, on the date of Closing (as hereinafter defined) the Purchase Price by bank check, wire transfer or such other form of payment as shall be acceptable to the Trustee, in its sole and absolute discretion, at the Closing.

1.3 Closing. The closing of the Offering (the “Closing”) shall take place at the offices of the Company, prior to the effective date of the registration statement pursuant to which the Company proposes to register its initial public offering of 20,000,000 units of Common Stock and Warrants (the “IPO”).

2. Representations and Warranties of the Subscriber

The Subscriber represents and warrants to the Company that:

2.2 Intent. The Subscriber is purchasing the Warrants solely for investment purposes, for the Subscriber’s own account and not with a view towards the distribution or dissemination thereof and the Subscriber has no present arrangement to sell the Warrants to or through any person or entity. The Subscriber understands that the Warrants must be held indefinitely unless such Warrants are subsequently registered under the Securities Act or an exemption from registration is available.

2.3 Sophisticated Investor.

(i) The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Warrants.

(ii) The Subscriber is able to bear the economic risk of his investment in the Warrants for an indefinite period of time because none of the Warrants nor any of the shares of Common Stock to be issued upon exercise of such Warrants (the “Warrant Shares”) have been registered under the Securities Act and therefore cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available.

2.4 Independent Investigation. The Subscriber, in making the decision to purchase the Warrants, has relied upon an independent investigation of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth in this Agreement. The Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity to ask questions of, and receive answers from, the Company’s officers and directors concerning the Company and the terms and conditions of the offering of the Warrants and has had full access to such other information concerning the Company as the Subscriber has requested.

2.5 Rule 144 Acknowledgements. The Subscriber is aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act (“Rule 144”), which permits limited public resale of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. Subscriber understands that the Warrants are “restricted securities” as that term is defined in Rule 144 and that the Warrants and the Warrant Shares must be held indefinitely by the Subscriber unless they are subsequently registered under the Securities Act or an exemption from such registration, such as Rule 144, is available. Notwithstanding the foregoing, the Subscriber further understands and acknowledges that the SEC has taken the position that the Subscriber is considered a promoter under the Securities Act of 1933, as amended (the “Securities Act”), and that promoters or affiliates of a blank check company and their transferees, both before and after a Business Combination, would act as an “underwriter” under the Securities Act when reselling the securities of that blank check company. Accordingly, Rule 144 will not be available for the resale of the Warrants or the securities underlying the Warrants despite technical compliance with the requirements of Rule 144, in which event the resale transactions would need to be made through a registered offering.

2.8 Reliance on Representations and Warranties. The Subscriber understands that the Warrants are being offered and sold to the Subscriber in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.

2.9 No Advertisements. The undersigned is not subscribing for the Warrants as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting.

2.10 Legend. The Subscriber acknowledges and agrees that the certificates evidencing the Warrants and, when issued, the Warrant Shares, shall bear a restrictive legend (the “Legend”), in the form and substance as set forth in Section 4 hereof, prohibiting the offer, sale, pledge or transfer of the securities, except (i) pursuant to an effective

registration statement filed under the Securities Act, (ii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), and (iii) pursuant to any other exemption from the registration requirements of the Securities Act.

3. Representations and Warranties of the Company

The Company represents and warrants to the Subscriber that:

3.1 Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 100,000,000 shares of Common Stock and 1,000,000 shares of Preferred Stock. As of the date hereof, the Company has 5,750,000 shares of Common Stock and no shares of Preferred Stock issued and outstanding. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.

3.2 Organization and Qualification. The Company is a corporation duly incorporated and existing in good standing under the laws of the state of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being conducted.

3.3 Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and to issue the Warrants and Warrant Shares in accordance with the terms hereof, (ii) the execution, delivery and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles of public policy.

4. Legends; Denominations

4.1 Legend. The Company will issue the Warrants, and when issued, the Warrant Shares, purchased by the Subscriber in the name of the Subscriber and in such denominations to be specified by the Subscriber prior to the Closing. The Warrants and Warrant Shares will bear the following Legend and appropriate “stop transfer” instructions:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN A STOCK ESCROW AGREEMENT (THE “AGREEMENT”) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE ESCROW PERIOD (AS DEFINED IN THE AGREEMENT). FURTHER, THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING THESE

SECURITIES UNDER THE ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”

4.3 Company’s Refusal to Register Transfer of Units. The Company shall refuse to register any transfer of the Warrants or the Warrant Shares, if in the sole judgment of the Company, such purported transfer would not be made (i) pursuant to an effective registration statement filed under the Securities Act, or (ii) pursuant to an available exemption from the registration requirements of the Securities Act.

5. Escrow

Upon consummation of the IPO, the Subscriber and its designees shall enter into a securities escrow agreement with Continental Stock Transfer & Trust Company, whereby the Warrants and the Warrant Shares shall be held in escrow until the earlier of (i) one year after the consummation of a Business Combination (as hereinafter defined) or (ii) the liquidation of the Company. As used herein, a “Business Combination” shall mean an acquisition by the Company by merger, capital stock exchange, exchangeable share transaction, joint venture, asset or stock acquisition or other similar business combination of one or more domestic or international operating businesses in the sports, leisure or entertainment industries.

6. Waiver of Liquidation Distributions

In connection with the Warrants purchased pursuant to this Agreement or prior to this private placement, the Subscriber hereby waives any and all right, title, interest or claim of any kind in or to any liquidating distributions by the Company in the event of a liquidation of the Company upon the Company’s failure to timely complete a Business Combination. For purposes of clarity, in the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall be eligible to receive any liquidating distributions by the Company. Notwithstanding the foregoing, the Subscriber acknowledges and agrees that any such shares of Common Stock purchased by Subscriber prior to this private placement, in this private placement or in the IPO will be voted in accordance with the majority of the shares voted by the public stockholders, while any such shares of Common Stock purchased by Subscriber in the aftermarket will be voted in favor of a Business Combination. Consequently, in no event will the Subscriber have the right to convert any shares of Common Stock into funds held in the trust account with Continental Stock Transfer & Trust Company upon the successful completion of a Business Combination.

7. Forfeiture of Warrants.

7.1 Failure to Consummate Business Combination. All of the Warrants purchased pursuant to this Agreement initially shall be subject to forfeiture to the Company in accordance with this Section 7. The Warrants shall be forfeited to the Company in the event that the Company does not consummate a Business Combination, with respect the Company’s IPO within 24 months from the consummation of the IPO.

7.2 Termination of Rights as Stockholder; Escrow. If such Warrants are forfeited in accordance with this Section 7, then after such time, the Subscriber (or successor in interest) shall no longer have any rights as a holder of such Warrants, and the Company shall take such action as is appropriate to cancel such Warrants. To effectuate the foregoing, all certificates representing the Warrants shall be held in escrow as provided in Section 5 hereof. In addition, the Subscriber hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing.

8. Rescission Right Waiver and Indemnification.

the offer and sale of such Warrants may not be exempt from registration and, if not, the Subscriber may have a right to rescind its purchase of the Warrants. In order to facilitate the completion of the Offering and in order to protect the Company, its stockholders and the trust account from claims that may adversely affect the Company or the interests of its stockholders, the Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Warrants. The Subscriber acknowledges and agrees that this waiver is being made in order to induce the Company to sell the Warrants to the Subscriber. The Subscriber agrees that the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims, or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Warrants hereunder or relating to the purchase of the Warrants and the transactions contemplated hereby.

8.2 The Subscriber agrees not to seek recourse against the trust account for any reason whatsoever in connection with his purchase of the Warrants or any Claim that may arise now or in the future.

8.3 The Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of the foregoing provisions of this Agreement.

9. Terms of the Warrants

The Warrants are similar to the warrants included in the units offered in the IPO, except that: (i) they are not being registered in the Registration Statement and therefore shall not be freely tradeable until one year has passed from the consummation of a Business Combination; and (ii) they are not redeemable so long as they are held by the initial holder thereof (or any of their permitted transferees). The Warrant Shares will be granted certain registration rights. In addition, in the event that a registration statement with respect to the Warrant Shares is not effective under the Securities Act, Subscriber shall not be entitled to exercise the Warrants and such Warrants may have no value and expire worthless. In no event will the Company be required to net cash settle the Warrant exercise.

10. Voting of Shares. Subscriber has agreed to vote the shares of Common Stock owned by him immediately before this private placement or acquired in the IPO in accordance with the majority of the shares of Common Stock voted by the public stockholders. In connection with securities purchased in the aftermarket, Subscriber has agreed to vote such shares of Common Stock in favor of a Business Combination that the Company negotiates and presents for approval to the Company’s stockholders.

11. Governing Law; Jurisdiction; Waiver of Jury Trial

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware for agreements made and to be wholly performed within such state. The parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated hereby.

12 Assignment; Entire Agreement; Amendment

12.1 Assignment. Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by Subscriber to a person agreeing to be bound by the terms hereof.

12.2 Entire Agreement. This Subscription Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.

12.3 Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge, or termination is sought.

12.4 Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives, successors and permitted assigns.

13. Notices; Indemnity

13.1 Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled arrival date when sent by next day or 2-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered (a) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (b) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission, when directed to the stockholder.

13.2 Indemnification. Each party shall indemnify the other against any loss, cost or damages (including reasonable attorney’s fees and expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.

14. Counterparts

15. Survival; Severability

15.1 Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.

15.2 Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

16. Titles and Subtitles

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


Name of the Subscriber:		Medallion Financial Corp. (Please print legibly)

Number of Warrants Being Subscribed:		5,900,000

Aggregate Purchase Price:		$5,900,000

Date of Subscription:		January 17, 2008
Principal Place of Business:		437 Madison Avenue New York, New York 10022

This subscription is accepted by the Company on the 17th day of January, 2008.


SPORTS PROPERTIES ACQUISITION CORP.

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


MEDALLION FINANCIAL CORP.

By:		/s/ Andrew M. Murstein
		Name: Andrew M. Murstein
		Title: President

EX-99.3 4 dex993.htm LETTER AGREEMENT Letter Agreement

Exhibit 3

Sports Properties Acquisition Corp.

437 Madison Avenue

New York, New York 10022

and

Banc of America Securities LLC

As representative of the underwriters

9 W. 57^th Street

New York, New York 10019

Re:	Initial Public Offering

Ladies and Gentlemen:

The undersigned stockholder of Sports Properties Acquisition Corp., a Delaware corporation (the “Company”), in consideration of Banc of America Securities LLC (the “Underwriter”) agreeing to underwrite an initial public offering (“IPO”) of the Company’s units (“Units”), each comprised of one share of the Company’s common stock, par value $0.001 per share (“Common Stock”), and one warrant exercisable for one share of Common Stock (“Warrant”), hereby agrees as follows (certain capitalized terms used herein are defined in Schedule 1 hereto):

1. If the Company solicits approval of its stockholders of a Business Combination, the undersigned shall vote (i) all Insider Shares owned by such person and any shares of Common Stock acquired in the IPO in accordance with the majority of the votes cast by the holders of the IPO shares and (ii) any shares of Common Stock acquired following the IPO, in favor of the Business Combination.

2. If a Transaction Failure occurs, the undersigned shall take all reasonable actions within such person’s power to cause (i) the Trust Account to be liquidated and distributed to the holders of the IPO Shares as soon as reasonably practicable and, in any event, no later than the Termination Date, and (ii) the Company to dissolve and liquidate as soon as practicable (the earliest date on which the conditions in clauses (i) and (ii) are both satisfied being the “Liquidation Date”). The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any liquidating distributions by the Company, except with respect to any of the IPO Shares acquired by the undersigned in connection with or following the IPO, and any remaining net assets of the Company as a result of such liquidation, and hereby further waives any claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and agrees to not seek recourse against the Trust Account for any reason whatsoever. The undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Company may become subject as a result of any claim by any vendors or other entities that are owed money by the Company for services rendered, or contracted for, or products sold to us or the claims of any target businesses, but only to the extent such vendors, service providers or other entities have not executed waivers or have executed waivers that are held to be invalid or unenforceable, and only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount in the Trust Fund. The undersigned hereby agrees that the Company shall be entitled to a reimbursement from the undersigned for any distribution of the Trust Account received by the undersigned in respect of such person’s Insider Shares.

3. In order to minimize potential conflicts of interest which may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, opportunities to acquire any operating business in the sports, entertainment or leisure industry, the value of

which the undersigned reasonably determines exceeds $160 million, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the undersigned ceases to be a stockholder of the Company.

4. The undersigned acknowledges and agrees that the Company will not consummate any Business Combination which involves a company which is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to the Underwriter that may be a member of the Financial Industry Regulatory Authority, Inc. that the business combination is fair to the Company’s stockholders from a financial perspective.

5. Neither the undersigned nor any Affiliate of the undersigned will be entitled to receive, and will not accept, any compensation for services rendered to the Company prior to, or in connection with, the consummation of the Business Combination; provided that the undersigned shall be entitled to reimbursement from the Company for their reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

6. The undersigned agrees that none of the undersigned or any Affiliate of the undersigned will be entitled to receive or accept, and the undersigned, on behalf of the undersigned and the aforementioned parties, hereby waives any rights to, a finder’s fee or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

7. The undersigned will, as specified in the Securities Escrow Agreement which the Company will enter into with the undersigned and an escrow agent acceptable to the Company, escrow its, his or her Insider Shares for the period commencing on the Effective Date and ending (i) one year after the consummation of a Business Combination or (ii) the date on which the Company gives the escrow agent notice that the Company is being liquidated, at which time the escrow agent will destroy such Insider Shares.

8. The undersigned represents and warrants to the Company and the Underwriter that:

(a) The undersigned is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b) The undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities, and such person is not currently a defendant in any such criminal proceeding; and

(c) The undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

9. The undersigned acknowledges and understands that the Underwriter and the Company will rely upon the agreements, representations and warranties set forth herein in proceeding with the IPO.

10. The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement.

11. This letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives and assigns. This letter agreement shall terminate on the earlier of (i) the Business Combination Date, or (ii) the Termination Date; provided, however, that any such termination shall not relieve the undersigned from any liability resulting from or arising out of any breach of any agreement or covenant hereunder occurring prior to the termination of this letter agreement.

12. The undersigned authorizes any employer, financial institution or consumer credit reporting agency to release to the Underwriter and its legal representatives or agents (including any investigative search firm retained by

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the Underwriter) any information they may have about the undersigned’s background and finances (“Information”), solely for the purposes of the IPO. Neither the Underwriter nor its agents shall be violating the undersigned’s right of privacy in any manner in requesting and obtaining the Information, and the undersigned hereby releases them from liability for any damage whatsoever in that connection. The undersigned shall be entitled to a copy of such Information, upon request. The Underwriter shall not release such Information to any third-party, other than the Company or the Underwriter’s or the Company’s respective legal representative, without the prior written consent of the undersigned. The Underwriter shall use the same measures to protect the Information as it takes to protect its own similar confidential information, but in no event less than reasonable care.

13. The undersigned hereby agrees that, on a date that is within the five-day period following the date that is 30 days after the date of the Underwriting Agreement between the Company and the Underwriter (the “Underwriting Agreement”) or, if earlier, the date the Underwriter terminates its option to purchase Optional Units (as defined in the Underwriting Agreement) pursuant to the terms of the Underwriting Agreement, the undersigned will sell to the Company, and the Company shall accept from the undersigned, at no cost, the number of shares of Common Stock determined by multiplying (a) 678,750 by (b) a fraction, (i) the numerator of which is 3,000,000 minus the number of units purchased by the Underwriter upon the exercise of its option to purchase Optional Units, and (ii) the denominator of which is 3,000,000.

14. This letter agreement shall be governed by and interpreted and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regard to the conflicts of law provisions thereof to the extent such principles and rules would require or permit the application of the laws of another jurisdiction. The undersigned hereby agrees that any action, proceeding or claim against the undersigned arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The undersigned hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

15. No term or provision of this letter agreement may be amended, changed, waived, altered or modified except by written instrument executed and delivered by the undersigned, the Company and the Underwriter.


MEDALLION FINANCIAL CORP.

By:		/s/ Andrew M. Murstein
		Name: Andrew M. Murstein
		Title: President


ACCEPTED AND AGREED:

BANC OF AMERICA SECURITIES LLC

By:		/s/ Scott B. Flaherty
Name:		Scott B. Flaherty
Title:		Managing Director


ACCEPTED AND AGREED:

SPORTS PROPERTIES ACQUISITION CORP.

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

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SCHEDULE 1

SUPPLEMENTAL COMMON DEFINITIONS

Unless the context shall otherwise require, the following terms shall have the following respective meanings for all purposes, and the following definitions are equally applicable to both the singular and the plural forms of the terms defined.

“Affiliate” shall have the meaning ascribed to it in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

“Business Combination” shall mean the acquisition by the Company, whether by merger, capital stock exchange, asset acquisition, exchangeable share transaction, stock purchase or other similar type of transaction, or any combination of the foregoing, of one or more domestic or international operating businesses, having, collectively, a fair market value equal to at least 80% of the Company’s net assets (excluding deferred underwriting discounts and commissions) at the time of such merger, capital stock exchange, asset acquisition, exchangeable share transaction, stock purchase or other similar business combination.

“Business Combination Date” shall mean the date upon which a Business Combination is consummated.

“Effective Date” shall mean the date upon which the Registration Statement is declared effective under the Securities Act of 1933, as amended, by the SEC.

“Insiders” shall mean all of the officers, directors and stockholders of the Company immediately prior to the Company’s IPO.

“Insider Shares” shall mean all shares of Common Stock of the Company owned by an Insider immediately prior to the Private Placement and the Company’s IPO. For the avoidance of doubt, Insider Shares shall not include any IPO Shares purchased by Insiders in connection with or subsequent to the Company’s IPO.

“IPO Shares” shall mean all shares of Common Stock issued by the Company in its IPO, regardless of whether such shares were issued to an Insider or otherwise.

“Private Placement” shall mean the private placement by the Company of 6,000,000 warrants to purchase Common Stock prior to the IPO.

“Prospectus” shall mean the final prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, and included in the Registration Statement.

“Registration Statement” shall mean the registration statement filed by the Company on Form S-1 with the SEC in connection with the Company’s IPO and any amendment or supplement thereto.

“SEC” shall mean the United States Securities and Exchange Commission.

“Termination Date” shall mean the date that is 90 calendar days immediately following the Transaction Failure Date.

“Transaction Failure” shall mean the failure to consummate a Business Combination within 24 months of the Effective Date.

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“Transaction Failure Date” shall mean the 24-month anniversary of the Effective Date.

“Trust Account” shall mean that certain trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee, and in which the Company deposited the “funds to be held in trust,” as described in the Prospectus.

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