0001193125-18-178446.txt : 20180530 0001193125-18-178446.hdr.sgml : 20180530 20180530160804 ACCESSION NUMBER: 0001193125-18-178446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180530 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180530 DATE AS OF CHANGE: 20180530 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37747 FILM NUMBER: 18868171 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 8-K 1 d596793d8k.htm FORM 8-K Form 8-K

 

 

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)     May 30, 2018

 

 

MEDALLION FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-37747     04-3291176

(Commission

File Number)

   

(IRS Employer

Identification Number)

437 Madison Avenue

New York, New York 10022

(Address of principal executive offices) (Zip Code)

Registrant’s 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 1.01.    ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On May 30, 2018, Taxi Medallion Loan Trust III (the “Trust”), an indirect wholly-owned subsidiary of Medallion Financial Corp., entered into an amendment (the “Amendment”) which amended the Amended and Restated Loan and Security Agreement, dated as of December 12, 2016 (the “Agreement”), by and among the Trust, Autobahn Funding Company LLC and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main. Under the terms of the Amendment, the financial covenants in the Agreement were amended to the Trust’s benefit.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.

  

Description

10.1    Omnibus Amendment No. 3, dated as of May 30, 2018, by and among Taxi Medallion Loan Trust III, Medallion Funding LLC, Medallion Financial Corp., Medallion Capital, Inc., Freshstart Venture Capital Corp., Autobahn Funding Company LLC, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main.

 

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Exhibit Index

 

Exhibit No.

  

Description

10.1    Omnibus Amendment No. 3, dated as of May  30, 2018, by and among Taxi Medallion Loan Trust III, Medallion Funding LLC, Medallion Financial Corp., Medallion Capital, Inc., Freshstart Venture Capital Corp., Autobahn Funding Company LLC, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main.

 

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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: May 30, 2018

 

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EX-10.1 2 d596793dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

EXECUTION COPY

THIS OMNIBUS AMENDMENT NO. 3 (this “Amendment”) dated as of May 30, 2018 is entered into by and among TAXI MEDALLION LOAN TRUST III, a Delaware statutory trust (the “Borrower”), MEDALLION FUNDING LLC (successor by merger to Medallion Funding Corp.), a New York limited liability company (the “Transferor”), MEDALLION FINANCIAL CORP., a Delaware corporation (“Parent”), MEDALLION CAPITAL, INC., a Minnesota corporation (“Medallion Capital”), FRESHSTART VENTURE CAPITAL CORP., a New York corporation (“Freshstart” and, together with the Borrower, the Transferor, Parent and Medallion Capital, the “MF/Borrower Related Parties”), AUTOBAHN FUNDING COMPANY LLC, a Delaware limited liability company (the “Lender”), and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN, as agent (in such capacity, the “Agent”).

PRELIMINARY STATEMENTS

A.    Reference is made to (i) the Amended and Restated Loan and Security Agreement dated as of December 12, 2016 among the Borrower, the Lender and the Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) and (ii) the Servicing Agreement dated as of December 12, 2008 by and among the Borrower, the Agent and the Transferor, as Servicer (as amended, restated, supplemented or otherwise modified from time to time, the “Servicing Agreement” and together with the Loan Agreement, the “Agreements”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Loan Agreement.

B.    The parties hereto have agreed to amend the Agreements on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises set forth above, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

SECTION 1.    Amendments to the Loan Agreement. Effective as of the Effective Date (as defined below), the Loan Agreement is hereby amended as follows:

1.1    Clause (a) of the definition of “Financial Covenant Default” set forth in Section 1.01 of the Loan Agreement is hereby amended by replacing the figure “$40,000,000” with the figure “$27,500,000”.

1.2    Clause (b) of the definition of “Financial Covenant Default” set forth in Section 1.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“the Medallion Funding Net Income for any fiscal year ending after December 31, 2018 shall be equal to or less than zero.”

SECTION 2.    Amendments to the Servicing Agreement. Effective as of the Effective Date (as defined below), the Servicing Agreement is hereby amended as follows:

2.1    Clause (a) of the definition of “Servicer Financial Covenant Default” set forth in Section 1.01 of the Servicing Agreement is hereby amended by replacing the figure “$40,000,000” with the figure “$27,500,000”.

 


2.2     Clause (b) of the definition of “Servicer Financial Covenant Default” set forth in Section 1.01 of the Servicing Agreement is hereby amended and restated in its entirety to read as follows:

“the Servicer Net Income for any fiscal year ending after December 31, 2018 shall be equal to or less than zero.”

SECTION 3.    Condition Precedent. This Amendment shall become effective as of March 31, 2018 (the “Effective Date”) upon the Agent’s receipt of a copy of this Amendment duly executed by the Borrower, the Lender, the Agent, the Transferor and Parent.

SECTION 4.    Release. Each of the MF/Borrower Related Parties hereby acknowledges and confirms on its own behalf and on behalf of its officers and directors, and its respective predecessors, successors, assigns, agents and other legal representatives, and any Person claiming by or through any of them (collectively, the “Releasors”), that (i) it does not have any grounds, and hereby agrees not to challenge (or to allege or to pursue any matter, cause or claim arising under or with respect to), in any case based upon acts or omissions of the Lender, Agent or any other Indemnified Party occurring prior to the date hereof or facts otherwise known to it as of the date hereof, the effectiveness, genuineness, validity, collectability or enforceability of the Loan Documents and (ii) it does not possess, and hereby unconditionally and forever waives, remises, releases, discharges and holds harmless each Lender, Agent and any other Indemnified Party, and each of their respective affiliates, stockholders, directors, officers, employees, attorneys, agents, representatives, heirs, executors, administrators, successors and assigns, each Person acting or purporting to act for them or on their behalf, and the successors and assigns of any such Persons (collectively, the “Designated Parties”), from and against, and agrees not to allege or pursue, any action, cause of action, suit, debt, liability, loss, expense, claim, counterclaim, cross-claim, demand, defense, offset, opposition, demand and other right of action whatsoever, whether now known or unknown, past or present, asserted or unasserted, contingent or liquidated, whether in law, equity or otherwise, which any of the Releasors ever had, now have, may have, or claim to have against any of the Designated Parties, by reason of any matter, cause or thing whatsoever, with respect to events or omissions occurring or arising on or prior to the date hereof and relating to the Loan Documents, any transaction relating thereto, or any actions or omissions in connection therewith (collectively, the “Claims”). The foregoing release shall be construed in the broadest sense possible.

The MF/Borrower Related Parties warrant and represent that they are the sole and lawful owners of all right, title, and interest in and to every Claim being released hereby and they have not assigned, pledged, hypothecated, or otherwise divested or encumbered all or any part of any Claim being released hereby. The MF/Borrower Related Parties hereby agree to indemnify, defend, and hold harmless any and all of the Releasees from and against any Claims asserted against any Releasee based on, or arising in connection with, any such prior assignment or transfer, whether actual or purported. The MF/Borrower Related Parties hereby absolutely, unconditionally, and irrevocably agree never to commence, prosecute, cause to be commenced or prosecuted, voluntarily aid in any way, or foment any suit, action, or other proceeding (at law, in equity, in any regulatory proceeding, or otherwise) or otherwise seek any recovery against any of the Releasees based on any of the Claims being released hereby. The MF/Borrower Related Parties hereby specifically warrant, represent, acknowledge, and agree that: (a) none of the provisions of this general release shall be construed as or constitute an admission of any liability on the part of any Releasee; and (b) the provisions of this general release shall constitute an absolute bar to any Claim of any kind, whether any such Claim is based on contract, tort, warranty, mistake, or any other theory, whether legal, statutory, or equitable.

 

2


SECTION 5.    Reference to and Effect on the Agreements.

5.1    Upon the effectiveness of this Amendment, each reference in any Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to such Agreement as amended hereby, and each reference to such Agreement in any other document, instrument and agreement executed and/or delivered in connection with such Agreement shall mean and be a reference to such Agreement as amended hereby.

5.2    Except as specifically provided herein, each Agreement, the other Loan Documents and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

5.3    Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party under any Loan Document or any other document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein.

SECTION 6.    Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).

SECTION 7.    Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION 8.    Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

[Remainder of page intentionally left blank]

 

3


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective signatories thereunto duly authorized as of the date first written above.

 

TAXI MEDALLION LOAN TRUST III, as Borrower
By:   /s/ Andrew M. Murstein

Name: Andrew M. Murstein

Title: President

Omnibus Amendment No. 3


MEDALLION FINANCIAL CORP.
By:   /s/ Andrew M. Murstein

Name: Andrew M. Murstein

Title: President

 

MEDALLION CAPITAL, INC.
By:   /s/ Dean Pickerell

Name: Dean Pickerell

Title: Acting President

 

FRESHSTART VENTURE CAPITAL CORP.
By:   /s/ Alvin Murstein

Name: Alvin Murstein

Title: Chairman & Chief Executive Officer

Omnibus Amendment No. 3


DZ BANK AG DEUTSCHE

ZENTRAL-GENOSSENSCHAFTSBANK,

FRANKFURT AM MAIN, as Agent

By:   /s/ Jayan Krishnan

Name: Jayan Krishnan

Title:   Director

By:   /s/ Eva Geng

Name: Eva Geng

Title:   Assistant Vice President

 

AUTOBAHN FUNDING COMPANY LLC, as the Lender

By:    DZ BANK AG DEUTSCHE

ZENTRAL-GENOSSENSCHAFTSBANK,

FRANKFURT AM MAIN, its Attorney-in-Fact

By:   /s/ Jayan Krishnan

Name: Jayan Krishnan

Title:   Director

By:   /s/ Eva Geng

Name: Eva Geng

Title:   Assistant Vice President

Omnibus Amendment No. 3


The undersigned hereby (i) acknowledges and agrees to the foregoing Amendment, (ii) reaffirms all of its obligations under the Limited Recourse Guaranty and the other Loan Documents to which it is a party and (iii) acknowledges and agrees that the Limited Recourse Guaranty and such other Loan Documents remain in full force and effect.

 

MEDALLION FUNDING LLC
By:   /s/ Alvin Murstein

Name: Alvin Murstein

Title: Chairman & Chief Executive Officer

Omnibus Amendment No. 3