Item 1.01. Entry into a Material Definitive Agreement.
On December 1, 2021, RPAC Racing, LLC ("RPAC"), a subsidiary of Medallion
Financial Corp. (the "Company"), entered into a Subscription Agreement for
Preferred Units of RPAC Racing, LLC by and among Warp Speed, LLC ("Buyer"),
Maurice J. Gallagher, Jr. and RPAC (the "Subscription Agreement").
Pursuant to the Subscription Agreement, on December 1, 2021, RPAC sold 9,999
preferred units in RPAC to Buyer in exchange for a cash capital contribution in
the amount of $19,100,000, which (net of fees and other transaction costs) was
paid to the Company and certain of its subsidiaries (collectively, "Medallion")
in full satisfaction of the outstanding RPAC intercompany indebtedness. In
connection therewith, Medallion transferred all its membership interests in RPAC
to Buyer.
The transaction results in a complete divestiture of RPAC by the Company,
removes $26 million of intangible assets from the Company's balance sheet and
increases the Company's tangible book value by over $1 per share.
Item 2.01. Completion of Acquisition or Disposition of Assets.
Reference is made to the disclosure set forth under Item 1.01 above, which is
incorporated herein by reference.
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