UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

LOGO

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 2~~December 30, 2021

MARLIN BUSINESS SERVICES CORP.

(Exact name of registrant as specified in its charter)

Pennsylvania

000-50448

38-3686388

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)


300 Fellowship Road, Mount Laurel, NJ		08054
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (888) 479-9111

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $.01 par value

MRLN

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2 8.0301. ~~Creation~~Other ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Events.

OnMarlin ~~November 2,~~Business ~~2021~~Services Corp. (the “~~Facility Closing Date~~Company”), ~~Marlin~~has ~~Capital~~been ~~Conduit,~~working ~~LLC~~diligently ~~(“MCC”),~~to ansatisfy ~~indirect,~~all ~~wholly~~conditions ~~owned~~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 ~~Services~~Bank ~~Corp.~~ (the “~~Company~~Bank”), ~~entered~~surrender ~~into~~its abanking ~~loan~~licenses and ~~security~~authority ~~agreement~~and ~~(the~~terminate ~~“Loan~~its ~~Agreement~~Federal Deposit Insurance Corporation (“FDIC”) ~~with~~deposit insurance. In furtherance thereof, on December 30, 2021, the ~~lenders~~Bank ~~from~~completed ~~time-~~the transfer of its portfolio of brokered certificates of deposit held through The Depository Trust Company to an FDIC-~~time~~insured ~~parties~~depository ~~thereto~~institution pursuant to the previously disclosed deposit assignment and ~~Bank~~assumption ofagreement ~~America,~~entered ~~N.A.,~~into ason ~~administrative~~October 8, ~~agent~~2021.

InThe ~~connection~~deposits ~~with~~subject to the ~~Loan~~above-described ~~Agreement~~transfer ~~and~~constituted ~~pursuant~~all toof athe ~~purchase~~Bank’s ~~agreement~~then-remaining ~~dated~~deposit asliabilities, ofsuch ~~the~~that ~~Facility~~immediately ~~Closing~~upon ~~Date~~giving ~~between~~effect ~~MCC~~to ~~and~~the ~~Marlin~~transfer, ~~Business~~the Bank ~~(“MBB”),~~no alonger ~~direct~~held any deposits. Therefore, ~~wholly-owned~~on ~~subsidiary~~January 3, of2022, the ~~Company,~~Bank ~~MBB~~(i) formally ~~may~~surrendered ~~from~~its ~~time~~banking charter to ~~time~~the ~~convey~~Utah ~~certain~~Department ~~equipment~~of ~~leases~~Financial Institutions, ~~equipment~~requesting ~~loans~~that ~~and~~such ~~working~~surrender ~~capital~~be ~~loans~~effective ~~together~~upon ~~with~~the ~~MBB’s~~close ~~interest~~of inbusiness ~~any~~on ~~related~~January 7, ~~equipment~~2022 and ~~other~~(ii) submitted ~~rights~~to ~~related~~the ~~thereto~~FDIC ~~(collectively,~~a certification of the ~~“Financed~~assumption ~~Assets”)~~of all the Bank’s deposit liabilities pursuant to ~~MCC~~Federal Deposit Insurance Act Section 8(q) and 12 C.F.R. § 307.2.

~~Pursuant~~Immediately tofollowing the ~~Loan~~anticipated ~~Agreement,~~receipt ~~at any time after the Facility Closing Date and~~ on or ~~before~~about ~~July~~January 187, 2022 ~~(the “Revolving Period”), MCC may request that Bank~~ of ~~America, N.A. and BNP Paribas (together,~~ the ~~“Committed~~Utah ~~Lenders”)~~Department ~~and~~of ~~one~~Financial orInstitutions’ ~~more~~formal ~~conduit~~acceptance ~~lenders~~of (the ~~“Conduit~~surrender ~~Lenders,”~~of ~~and together with~~ the ~~Committed~~Bank’s ~~Lenders,~~bank ~~collectively~~charter, the ~~“Lenders”)~~Company ~~make~~intends ~~loans (“Loans”) and, subject~~ to ~~certain~~work ~~conditions~~expeditiously ~~precedent~~with ~~(including that~~ the ~~Agreement~~Board ~~and Plan~~ of ~~Merger,~~Governors ~~dated as~~ of ~~April 18,~~the ~~2021,~~Federal byReserve ~~and~~System ~~among~~ (the ~~Company,~~“Federal ~~Madeira Holdings, LLC and Madeira Merger Subsidiary, Inc. has not terminated~~Reserve”) ~~and the availability of a borrowing base determined based upon advance rates relating~~ to cancel the ~~present~~Bank’s ~~value~~Federal ofReserve ~~remaining~~Bank ~~scheduled payments and residual values~~ of ~~leases~~San onFrancisco ~~account~~capital ofstock ~~the~~and ~~Financed~~terminate ~~Assets~~its ~~held~~membership byin ~~MCC at that time,~~ the ~~Committed~~Federal ~~Lenders~~Reserve ~~shall,~~ and ~~the~~deregister ~~Conduit~~as ~~Lenders~~a ~~may,~~bank ~~advance~~holding ~~funds not to exceed an aggregate maximum principal amount of $700 million (the “Maximum Loan Amount”)~~company.

~~MCC~~Cautionary ~~did~~Statement ~~not~~Concerning ~~borrow funds on the Facility Closing Date. Thus, as of the Facility Closing Date, the Loans had no outstanding principal balance. The Loans bear interest, payable monthly, based on the one~~Forward-~~month~~Looking ~~London~~Statements Interbank Offered Rate (or a replacement thereto as determined pursuant to the Loan Agreement), plus an agreed-upon margin. MCC paid a commitment fee to the Committed Lenders based upon the Maximum Loan Amount, and MCC is also required to pay a monthly fee based on any unused portion of the Maximum Loan Amount.

~~During~~This ~~and~~report ~~after~~contains ~~the~~certain ~~Revolving~~forward-looking ~~Period~~statements ~~and~~within ~~unless~~the anmeaning ~~amortization~~of ~~event~~the orPrivate ~~event~~Securities Litigation Reform Act of ~~default~~1995 ~~occurs~~that are intended to be protected by the safe harbor provided therein. We generally identify forward-looking statements, particularly those statements regarding the ~~lenders~~benefits ~~under~~of the ~~Loan~~proposed ~~Agreement~~merger ~~will~~between bethe ~~repaid~~Company onand a ~~monthly~~subsidiary ~~basis~~of asfunds ~~payments~~managed onby ~~account~~HPS Investment Partners LLC, the anticipated timing of the ~~Financed~~transaction ~~Assets~~and ~~are~~the ~~received~~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. ~~The~~ ~~Loan~~These ~~Agreement~~forward-looking ~~contains~~statements ~~various~~are ~~customary~~not ~~representations~~historical facts, and ~~warranties~~are based on current expectations, ~~affirmative~~estimates and ~~negative~~projections ~~covenants~~about our industry, ~~cease~~management’s ~~funding~~beliefs ~~events~~and certain assumptions made by management, ~~early~~many ~~amortization~~of ~~events~~which, ~~servicer~~by ~~termination~~their ~~events~~nature, are inherently uncertain and ~~events~~beyond our control. Accordingly, you are cautioned that any such forward-looking statements are not guarantees of ~~default~~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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARLIN BUSINESS SERVICES CORP.
Date: November 5, 2021	By:	/s/ Michael R. Bogansky
Date: January 3, 2022	By:	/s/Ryan Melcher
	Name:	~~Michael~~Ryan ~~R. Bogansky~~Melcher
	Title:	Senior Vice President, ~~Chief~~General ~~Financial Officer~~Counsel

Filing Compare · MARLIN BUSINESS SERVICES CORP