SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 1.01 Entry into a Material Definitive Agreement.
On February 26, 2021, Medallion Financial Corp. (the “Company”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with certain institutional investors relating to the private placement of $25.0 million aggregate principal amount of its 7.25% Senior Notes due 2026 (the “Notes”). The Notes mature on February 26, 2026 and bear a fixed interest rate of 7.25% per year. This transaction is in addition to the private placement of other notes aggregating $39.1 million principal amount in December 2020 and February 2021. The private placement of the Notes was exempt from registration under the Securities Act of 1933, as amended.
Interest payments on the Notes are payable semiannually on March 1 and September 1 of each year, commencing on September 1, 2021. The Notes are unsecured and unsubordinated obligations of the Company, ranking pari passu with the Company’s existing and future unsecured and unsubordinated indebtedness. The net proceeds from the sale of the Notes, together with that of the Company’s other recent private placements, will be used for general corporate purposes, including the repayment of the Company’s existing 9% senior notes maturing in April 2021.
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Note Purchase Agreement, including the form of Notes attached thereto, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Reference is made to the disclosure set forth under Item 1.01 above, which is incorporated herein by reference.
Item 8.01. Other Events.
On March 1, 2021, the Company issued a press release announcing the Note Purchase Agreement and the Notes issued thereunder. The press release is attached as Exhibit 99.1 hereto and is incorporated in this Item 8.01 by reference.
Item 9.01 Financial Statements and Exhibits
The following exhibits are being filed with this Current Report on Form 8-K:
|4.1||Form of Note Purchase Agreement, including the form of Note attached thereto.|
|99.1||Press Release, dated March 1, 2021.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 1, 2021
|MEDALLION FINANCIAL CORP.|
|Name: Larry D. Hall|
|Title: Chief Financial Officer|