Item 8.01. Other Events.
Marlin Business Services Corp. (the "Company") has been working diligently to
satisfy all conditions necessary to complete the proposed merger with a
subsidiary of funds managed by HPS Investment Partners LLC, including the
condition that the Company's wholly-owned subsidiary Marlin Business Bank (the
"Bank") surrender its banking licenses and authority and terminate its Federal
Deposit Insurance Corporation ("FDIC") deposit insurance. In furtherance
thereof, on December 30, 2021, the Bank completed the transfer of its portfolio
of brokered certificates of deposit held through The Depository Trust Company to
an FDIC-insured depository institution pursuant to the previously disclosed
deposit assignment and assumption agreement entered into on October 8, 2021.
The deposits subject to the above-described transfer constituted all of the
Bank's then-remaining deposit liabilities, such that immediately upon giving
effect to the transfer, the Bank no longer held any deposits. Therefore, on
January 3, 2022, the Bank (i) formally surrendered its banking charter to the
Utah Department of Financial Institutions, requesting that such surrender be
effective upon the close of business on January 7, 2022 and (ii) submitted to
the FDIC a certification of the assumption of all the Bank's deposit liabilities
pursuant to Federal Deposit Insurance Act Section 8(q) and 12 C.F.R. § 307.2.
Immediately following the anticipated receipt on or about January 7, 2022 of the
Utah Department of Financial Institutions' formal acceptance of the surrender of
the Bank's bank charter, the Company intends to work expeditiously with the
Board of Governors of the Federal Reserve System (the "Federal Reserve") to
cancel the Bank's Federal Reserve Bank of San Francisco capital stock and
terminate its membership in the Federal Reserve and deregister as a bank holding
company.
Cautionary Statement Concerning Forward-Looking Statements
This report contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 that are intended to be
protected by the safe harbor provided therein. We generally identify
forward-looking statements, particularly those statements regarding the benefits
of the proposed merger between the Company and a subsidiary of funds managed by
HPS Investment Partners LLC, the anticipated timing of the transaction and the
business of each company, by terminology such as "outlook," "believes,"
"expects," "potential," "continues," "may," "will," "would," "could," "should,"
"seeks," "approximately," "predicts," "intends," "plans," "estimates,"
"anticipates," "projects," "strategy," "future," "opportunity," "will likely
result" or the negative version of those words or other comparable words. These
forward-looking statements are not historical facts, and are based on current
expectations, estimates and projections about our industry, management's beliefs
and certain assumptions made by management, many of which, by their nature, are
inherently uncertain and beyond our control. Accordingly, you are cautioned that
any such forward-looking statements are not guarantees of future performance and
are subject to certain risks, uncertainties and assumptions that are difficult
to predict.
A number of important factors could cause actual results to differ materially
from those indicated by the forward-looking statements in this report,
including, but not limited to:
• the risk that the merger may not be consummated in a timely manner or at
all, which may adversely affect the Company's business and the price of
the Company common stock;
• the risk that required approvals of the merger may not be obtained, or
that the de-banking of the Bank may not be consummated, on the terms
expected or on the anticipated schedule or at all;
• the risk that the parties to the merger agreement may fail to satisfy
other conditions to the consummation of the merger or meet expectations
regarding the timing and consummation of the merger;
• the occurrence of any event, change or other circumstance that could give
rise to the termination of the merger agreement;
• the effect of the announcement or pendency of the merger on the Company's
business relationships, operating results, employees and business
generally;
• the risk that the proposed merger disrupts current plans and operations
of the Company and potential difficulties in the Company's employee
retention as a result of the merger;
• risks related to diverting management's attention from the Company's
ongoing business operations;
• the outcome of legal proceedings that may be instituted against the
Company related to the merger agreement or the merger;
• the amount of unexpected costs, fees, expenses and other charges related
to the merger; and
--------------------------------------------------------------------------------
• political instability.
For additional factors that could materially affect our financial results and
our business generally, please refer to the Company's filings with the SEC,
including but not limited to, the factors, uncertainties and risks described
under the headings "Risk Factors" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2020 and its Quarterly Report
on Form 10-Q for the quarter ended September 30, 2021, and the other reports
filed by the Company with the SEC. The Company undertakes no obligation to
revise these statements following the date of this communication, except as
required by law.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses