Sports Properties Acquisition Corp. (NYSE Amex: "HMR") (“Sports
Properties”), a public investment vehicle, announced today that
Medallion Financial Corp. may purchase up to $6 million of shares
of common stock of Sports Properties pursuant to a Rule 10b5-1
purchase plan in the open market or pursuant to privately
negotiated transactions with sophisticated investors prior to the
date of the special meetings. Sports Properties previously
announced that Medallion Financial Corp. entered into a Rule 10b5-1
purchase plan to purchase $1 million of shares of Sports Properties
common stock. Medallion Financial Corp. purchased 54,750 shares
through the initial Rule 10b5-1 purchase plan.
Sports Properties also announced today that it has entered into
an amendment to its previously announced Framework Agreement, dated
as of November 18, 2009, between Sports Properties and Medallion
Financial Corp., which sets forth the steps Sports Properties will
take to continue its business as a corporation that acquires and
actively manages transferable licenses that permit the operation of
taxicabs in major metropolitan cities in the United States, or
medallions, leases the medallions to fleet taxi operators,
operates, on a selective basis, the taxicab fleets associated with
those medallions and provides a range of services to and otherwise
participates in the taxi industry under its proposed new name,
Medallion Management, Inc. The amendment to the Framework Agreement
revises two conditions to Sports Properties' obligation to
consummate the transactions contemplated by the Framework Agreement
to reduce the amount that must be contained in Sports Properties'
trust account from $100 million, after payment to stockholders who
exercise conversion rights and payment to stockholders from whom
Sports Properties purchases shares of common stock that it issued
in its initial public offering ("IPO"), to $50 million, after
payment to stockholders who exercise conversion rights, payment to
stockholders from whom Sports Properties purchases shares of common
stock that it issued in its IPO ("IPO Shares") and payment of
expenses associated with the transactions contemplated by the
Framework Agreement.
In connection with the amendment to the Framework Agreement,
Sports Properties has filed a supplement to its definitive proxy
statement dated December 31, 2009 relating to the special meetings
of its stockholders and warrantholders that will take place at
10:00 a.m. Eastern time, on January 15, 2010 at the offices of
Clifford Chance US LLP, 31 West 52nd Street, New York, New York.
The supplement is available through the Securities and Exchange
Commission's website at www.sec.gov.
At the special meeting of stockholders, Sports Properties’
stockholders will be asked to approve (i) amendments to Sports
Properties’ certificate of incorporation to provide that the
consummation of substantially all of the transactions contemplated
by the previously announced Framework Agreement will also
constitute a “Business Combination” under the certificate of
incorporation, (ii) amendments to Sports Properties’
certificate of incorporation to delete the provision that prohibits
Sports Properties from consummating a “Business Combination” (as
defined in Sports Properties’ certificate of incorporation) with
any entity affiliated with any person who was a stockholder prior
to Sports Properties’ initial public offering or its officers or
directors, (iii) amendments to Sports Properties’ certificate
of incorporation to increase the threshold regarding the maximum
amount of the shares Sports Properties issued in its IPO (“IPO
Shares”) that may both vote against a “Business Combination” and
seek conversion prior to Sports Properties consummating a “Business
Combination” from less than 30% to less than 50%,
(iv) amendments to Sports Properties’ certificate of
incorporation to remove the requirement that only holders of IPO
Shares that vote against a “Business Combination” may convert their
IPO Shares into cash, (v) the transactions contemplated by the
Framework Agreement (and a related amendment to the agreement that
governs Sports Properties’ trust account to allow for the release
of funds from its trust account once the transactions contemplated
by the Framework Agreement are consummated), (vi) amendments
to Sports Properties’ certificate of incorporation to provide for
its perpetual existence, (vii) amendments to Sports
Properties’ certificate of incorporation which eliminate certain
provisions applicable only to special purpose acquisition
corporations and revise certain other provisions in anticipation of
Sports Properties’ existence as an operating company and
(viii) an equity incentive plan. At the special meeting of
warrantholders, Sports Properties’ warrantholders will be asked to
approve amendments to Sports Properties’ warrant to increase the
exercise price and extend the term and, with respect to the
warrants Sports Properties issued in its IPO, increase the call
price and eliminate the cashless exercise feature.
Sports Properties Acquisition Corp.
Sports Properties is a special purpose acquisition corporation
formed for the purpose of acquiring, through merger, capital stock
exchange, asset or stock acquisition, exchangeable share
transaction, joint venture or other similar type of transaction or
a combination of the foregoing, the assets of one or more domestic
or international operating businesses, or one or more domestic or
international operating businesses themselves. Since its initial
public offering, Sports Properties’ activities have been limited to
identifying and evaluating prospective acquisition targets.
Forward-looking statements
This press release includes “forward-looking statements” within
the meaning of the safe harbor provisions of the United States
Private Securities Litigation Reform Act of 1995. Sports
Properties’ actual results may differ from its expectations,
estimates and projections and, consequently, you should not rely on
these forward looking statements as predictions of future events.
Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,” and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, Sports Properties’ expectations with respect to future
performance, anticipated financial impacts of the proposed
transactions, certificate of incorporation, the trust agreement
amendments and warrant amendments and related transactions;
approval of the proposed certificate of incorporation, trust
agreement amendments, warrant amendments and related transactions
by shareholders and warrantholders, as applicable; the satisfaction
of the closing conditions to the proposed transactions, certificate
of incorporation, the trust agreement amendment and warrant
amendments and related transactions; and the timing of the
completion of the proposed transactions, certificate of
incorporation, trust agreement amendments, warrant amendments and
related transactions.
These forward-looking statements involve significant risks and
uncertainties that could cause the actual results to differ
materially from the expected results. Most of these factors are
outside Sports Properties’ control and difficult to predict.
Factors that may cause such differences include, but are not
limited to, the following: regulatory changes affecting the taxicab
industry; the level of rental revenue Sports Properties achieves
from its assets; the market value and the supply of, and demand
for, taxicab medallions; the challenges that Sports Properties may
face as a result of the current economic slow-down; the conditions
in the local markets in which Sports Properties operate, as well as
changes in national economic and market conditions; Sports
Properties’ ability to lease and acquire taxicab medallions; the
level of revenue Sports Properties achieves from its fleet
operations; Sports Properties’ ability to enter into new leases or
to renew leases with existing lessees of its taxicab medallions at
favorable rates; the competitive landscape impacting the taxicab
industry; Sports Properties’ relationships with its lessees and
their financial condition; Sports Properties’ use of leverage as
part of its financing strategy and its ability to make payments or
to comply with any covenants under any borrowings or other debt
facilities Sports Properties obtains; the growth or continuing
importance of taxicabs located in the major metropolitan areas in
which Sports Properties invests; the level of Sports Properties’
operating expenses, including amounts it is required to pay to its
management team; Sports Properties’ net realized gain or loss on
the sale or other disposition of taxicab medallions; and changes in
interest rates that could impact the market price of Sports
Properties’ common stock and the cost of its borrowings. Other
factors include the possibility that the transactions contemplated
by the Framework Agreement do not close, including due to the
failure to receive required stockholder and warrantholder
approvals, or the failure to meet other closing conditions.
Sports Properties cautions that the foregoing list of factors is
not exclusive. Additional information concerning these and other
risk factors is contained in Sports Properties’ most recent filings
with the Securities and Exchange Commission (“SEC”). All subsequent
written and oral forward-looking statements concerning Sports
Properties, the Framework Agreement, the related transactions or
other matters and attributable to Sports Properties or any person
acting on its behalf are expressly qualified in their entirety by
the cautionary statements above. Sports Properties cautions readers
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made. Sports Properties does not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statement
to reflect any change in its expectations or any change in events,
conditions or circumstances on which any such statement is
based.
Additional Information
Sports Properties has filed a definitive proxy statement with
the SEC in connection with the proposed transactions, certificate
of incorporation amendments and the warrant amendments and mailed
copies of the definitive proxy statement and other relevant
documents to Sports Properties’ stockholders and warrantholders.
Sports Properties’ stockholders and warrantholders and other
interested persons are advised to read the definitive proxy
statement and supplements thereto thereto, if any, in connection
with solicitation of proxies for the special meetings of Sports
Properties’ stockholders and warrantholders to be held to approve
the proposed transactions, certificate of incorporation amendments
and the warrant amendments because this proxy statement will
contain important information about Sports Properties and the
proposed transactions. Such persons can also read Sports
Properties’ final prospectus from its initial public offering dated
January 17, 2008, its annual report on form 10-K for the
fiscal year ended December 31, 2008, which was filed with the
SEC on March 27, 2009, as amended (“Annual Report”) and other
reports as filed with the SEC, for a description of the security
holdings of Sports Properties’ officers and directors and their
affiliates and their other respective interests in the successful
consummation of the proposed transaction. The definitive proxy
statement was mailed to stockholders and warrantholders as of a
record date to be established for voting on the proposed
transactions, certificate of incorporation amendments, the warrant
amendments and related transactions. Stockholders and
warrantholders will also be able to obtain a copy of the definitive
proxy statement and any supplement thereto, without charge, at the
SEC’s Internet site at http://www.sec.gov or by directing a request
to: Sports Properties, 437 Madison Avenue New York, New York 10022,
Attention: Andrew Murstein, telephone (212) 328-2100.
Participation in Solicitation
Sports Properties and its current directors and executive
officers and Alvin Murstein and Michael Kowalsky, individuals who
Sports Properties expects will become its executive officers, are
participants in the solicitation of proxies for the special
meetings of Sports Properties’ stockholders and Sports Properties’
warrantholders to approve the proposed transaction. A list of the
names of those directors and officers and descriptions of their
interests in Sports Properties is contained in Sports Properties’
Annual Report. Sports Properties’ stockholders and warrantholders
may also obtain additional information about the interests of its
directors, officers and stockholders in the transactions by reading
the definitive proxy statement (including any supplements thereto)
and other relevant materials to be filed by Sports Properties with
the SEC when they become available.
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