Sec Form 13D Filing - KORR Value L.P. filing for MEDALLION FINANCIAL CORP (MFIN) - 2021-03-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )*

 

Medallion Financial Corp.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title and Class of Securities)

583928106

(CUSIP Number)

Kenneth Orr

KORR Acquisitions Group, Inc.

 Suite 305, 1400 Old Country Road

Westbury, NY 11590

(855) 567-7858

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

Notices and Communications)

March 29, 2021

(Date of Event Which Requires Filing of 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 Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) for other parties to whom copies are to be sent.

 

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)

 

SCHEDULE 13D

 

 

 

SCHEDULE 13D

 

 

(1) Based on 25,039,969 shares of Common Stock of the Issuer outstanding as of March 12, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on March 16, 2021.

SCHEDULE 13D

 

 

 

(1) Based on 25,039,969 shares of Common Stock of the Issuer outstanding as of March 12, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on March 16, 2021.

SCHEDULE 13D

 

 

 

(1) Includes 20,000 shares of Common Stock of the Issuer underlying listed call options as further described in Item 6 below.

(2) Based on 25,039,969 shares of Common Stock of the Issuer outstanding as of March 12, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on March 16, 2021.

SCHEDULE 13D

 

 

 

(1) Includes 5,000 shares of Common Stock of the Issuer underlying listed call options as further described in Item 6 below.

(2) Based on 25,039,969 shares of Common Stock of the Issuer outstanding as of March 12, 2021, as reported in the Issuer’s Form 10-K filed with the SEC on March 16, 2021.

SCHEDULE 13D

 

The class of equity security to which this statement on Schedule 13D relates is the Common Stock, par value $0.01 per share (the “Common Stock”) of Medallion Financial Corp. (the “Issuer”), a Delaware corporation. The address of the principal executive offices of the Issuer is 437 Madison Avenue, 38th Floor, New York, NY 10022.

Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

 

 

 

 

 

 

 

(b) The business address or address of its principal office, as applicable, of the Reporting Persons and the directors of KORR Acquisitions is:

c/o KORR Acquisitions Group, Inc.

1400 Old Country Road, Suite 305

Westbury, New York 11590

(c) Each of the Reporting Persons is engaged in the business of investing.  KORR Value’s principal business is investing in and holding securities.  The principal business of KORR Acquisitions is serving as the general partner of KORR Value. The principal business of Kenneth Orr is serving as the Chief Executive Officer and Chief Investment Officer of KORR Acquisitions and the entities it owns and controls.  In addition, Kenneth Orr is Chairman of Charge Enterprises, Inc. and Optimus Healthcare Services, Inc.  For purposes of the investment reported on this Schedule 13D, the principal business of each of David Orr and Jonathan Orr is an individual investor in securities.  In addition, David Orr is an analyst at an investment banking firm, and Jonathan Orr is in charge of development and acquisitions at a real estate development firm.

(d) and (e) During the past five years, none of the Reporting Persons nor any of the directors of KORR Acquisitions has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:

 

1. KORR Value – Delaware

2. KORR Acquisitions – New York

3. Kenneth Orr – United States

4. David Orr – United States

5. Jonathan Orr – United States

The aggregate purchase price of the 1,095,000 shares of Common Stock directly held by KORR Value reported herein was $4,268,310. Such shares of Common Stock directly held by KORR Value were purchased with the working capital of KORR Value.

The aggregate purchase price of the 52,000 shares of Common Stock and options to purchase 20,000 shares of Common Stock directly held by David Orr was $292,840.  Such shares of Common Stock and options to purchase shares of Common Stock were purchased with the personal funds of David Orr (including margin loans made by brokerage firms in the ordinary course of business).

The aggregate purchase price of the 82,990 shares of Common Stock and options to purchase 5,000 shares of Common Stock directly held by Jonathan Orr was $240,793.  Such shares of Common Stock and options to purchase shares of Common Stock were purchased with the personal funds of Jonathan Orr.

All shares of Common Stock and options to purchase shares of Common Stock reported herein were purchased in open market transactions through brokers.

The shares of Common Stock and options to purchase shares of Common Stock directly held by the Reporting Persons reported herein were acquired for investment purposes in the belief that the shares of Common Stock are undervalued and represent an attractive investment opportunity.

The Reporting Persons and their representatives have engaged in, and expect to continue to engage in, discussions with members of management and the board of directors of the Issuer (the "Board") regarding the Reporting Persons’ proposals to remedy what the Reporting Persons see as the Issuer’s chronic underperformance and to enhance value for all shareholders.  The Reporting Persons have stated that they believe the Issuer should divest non-core assets, explore strategic alternatives for its taxi medallion assets, consider divesting from Medallion Capital, Inc., cut costs and improve its corporate governance, including by adding additional Board members with more relevant experience.  Further, the Reporting Persons have also encouraged the Issuer to change its name to align with its current business, conduct a share buyback, consolidate its office locations, reduce its headcount, and re-align senior management compensation to certain measureable performance metrics.  Such steps, the Reporting Persons believe, will allow the Issuer’s share price to truly reflect the intrinsic value of the Issuer’s business.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer's financial position, results and strategic direction, actions taken by the Issuer's management and the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, acquiring additional shares of Common Stock and/or other equity, debt, notes, instruments or other securities of the Issuer (collectively, "Securities") or disposing of some or all of the Securities beneficially owned by them, in public market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the Reporting Persons' economic exposure with respect to their investment in the Issuer and/or otherwise changing their intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

(a) and (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.

Such information is based 25,039,969 shares of Common Stock of the Issuer outstanding as of March 12, 2021, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 16, 2021.

As the general partner of KORR Value, KORR Acquisitions may be deemed to exercise voting and investment power over the 1,095,000 shares of Common Stock of the Issuer held directly by KORR Value and thus may be deemed to beneficially own such shares. In addition, as the Chief Executive Officer and Chief Investment Officer of KORR Acquisitions, Kenneth Orr may be deemed to exercise voting and investment power over the 1,095,000 shares of Common Stock of the Issuer held directly by KORR Value and thus may be deemed to beneficially own such shares.

David Orr exercises voting and investment power over the 52,000 shares of Common Stock of the Issuer and the listed American-style call options to purchase 20,000 shares of Common Stock of the Issuer directly held by him.

Jonathan Orr exercises voting and investment power over the 82,990 shares of Common Stock of the Issuer and the listed American-style call options to purchase 5,000 shares of Common Stock of the Issuer directly held by him.

(c) Transactions by the Reporting Persons effected during the past 60 days are set forth in Schedule A below and such information is incorporated herein by reference.

(d) The limited partners of KORR Value have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock held for the account of KORR Value in accordance with their respective limited partnership interests.

(e) Not applicable.

David Orr purchased listed American-style call options referencing an aggregate of 20,000 shares of Common Stock of the Issuer, which have an exercise price of $2.50 per share of Common Stock and expire on August 20, 2021.

Jonathan Orr purchased listed American-style call options referencing an aggregate of 5,000 shares of Common Stock of the Issuer, which have an exercise price of $2.50 per share of Common Stock and expire on August 20, 2021.

SIGNATURE

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

Dated as of March 31, 2021

SCHEDULE A

TRANSACTIONS

The following table sets forth all transactions by the Reporting Persons with respect to shares of Common Stock effected in the last 60 days, inclusive of any transactions effected through 4:00 p.m., New York City time, on March 30, 2021. Except as otherwise noted below, all such transactions were purchases or sales of Common Stock effected in the open market.

KORR Value, L.P.

 

 Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.01 per share, of Medallion Financial Corp. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.

EXECUTED as of this 31st day of March, 2021.

	KORR VALUE, L.P.
	By:		KORR Acquisitions Group, Inc., its general partner
	By:		/s/ Kenneth Orr
	Name:		Kenneth Orr
	Title:		Chief Executive Officer
	KORR ACQUISITIONS GROUP, INC.
	By:		/s/ Kenneth Orr
	Name:		Kenneth Orr
	Title:		Chief Executive Officer
	By:		/s/ Kenneth Orr
	By:		/s/ David Orr
	By:		/s/ Jonathan Orr