UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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):

~~December~~January 297, ~~2009~~2010

SPORTS PROPERTIES ACQUISITION CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation)


001-33918		74-3223265
(Commission File Number)		(I.R.S. Employer Identification No.)

437 MADISON AVENUE

NEW YORK, NEW YORK 10022

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:

(212) 328-2100

Not applicable

(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 of obligation of the registrant under any of the following provisions:

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

x¨ 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))

Item 1.01

Entry into a Material Definitive Agreement.

On ~~December~~January 297, ~~2009~~2010, Sports Properties Acquisition Corp., a(“Sports ~~Delaware~~Properties”) ~~corporation~~and Medallion Financial Corp. (“~~Sports~~Medallion ~~Properties~~Financial”), entered into ~~letter~~an ~~agreements~~amendment (~~each,~~the an “~~Advisor~~Amendment to the Framework Agreement”) ~~with~~to ~~each~~the Framework Agreement, dated as of ~~Ladenburg~~ ~~Thalmann~~November &18, ~~Co.~~2009 ~~Inc.~~ (the “~~Ladenburg~~Framework Agreement”), ~~Maxim~~by ~~Group~~and ~~LLC~~between ~~(“Maxim”),~~Sports ~~GunnAllen~~Properties and Medallion Financial, ~~Inc.~~which, ~~(“GunnAllen”)~~as previously announced, contemplates Sports Properties’ continuing its business as a corporation that acquires and ~~RBC~~actively ~~Capital~~manages ~~Markets~~transferable ~~Corporation,~~licenses ~~successor-~~that permit the operation of taxicabs in~~-interest~~ major metropolitan cities in the United States, or medallions, leases the medallions to ~~Ferris~~fleet taxi operators, ~~Baker~~operates, ~~Watts~~on ~~Incorporated~~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 one of the conditions to Sports Properties’ obligation to close 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 (“~~RBC~~IPO”), ~~and~~to $50 million, ~~together~~after ~~with~~payment ~~Ladenburg,~~to ~~Maxim~~stockholders ~~and~~who ~~GunnAllen~~exercise conversion rights, ~~the~~payment to stockholders from whom Sports Properties purchases shares of common stock that it issued in its IPO (“~~Underwriters~~IPO Shares”) and payment of expenses associated with the transactions contemplated by the Framework Agreement. The Amendment also removes certain closing deliverables.

The foregoing ~~Advisor~~description ~~Agreement provides~~is ~~that~~qualified ~~upon~~in ~~the~~its ~~consummation~~entirety ofby ~~the~~reference ~~transactions~~to (the ~~“Framework~~full ~~Transactions”)~~text ~~contemplated~~of by the Framework Agreement, ~~dated as of November 18, 2009, between Sports Properties~~ and ~~Medallion Financial Corp., in lieu of~~ the ~~applicable~~ ~~Underwriter’s~~Amendment ~~share of the deferred underwriting discounts and commissions it is entitled~~ to ~~pursuant to~~ the ~~Underwriting~~Framework Agreement, ~~dated~~which asare ofattached ~~January 17,~~with ~~2008~~this ~~(the~~Current ~~“Underwriting~~Report ~~Agreement”),~~on ~~between~~Form ~~Sports Properties~~8-K ~~and Banc of America Securities LLC,~~ as ~~representative~~Exhibits ~~of the Underwriters, such Underwriter will receive a fee equal to the product of 13~~10.~~69%,~~1 inand ~~the case of Ladenburg, 4~~10.~~50%, in the case of Maxim,~~ 2~~.25%~~, ~~in the case of GunnAllen~~ respectively, and ~~1.99%,~~ inare ~~the~~incorporated ~~case~~herein ~~of RBC, multiplied~~ by ~~the lesser of (A) $2,150,000 and (B)1~~reference.5% multiplied by an amount equal to the difference of (i) the value of the Sports Properties’ trust account on the closing date of the Framework Transactions, less (ii) any amounts paid to Sports Properties stockholders with whom Sports Properties enters into forward or other contracts before the close of the Framework Transactions to purchase such stockholders’ shares and (iii) any amounts paid to Sports Properties public stockholders who both vote either for or against the Framework Transactions and demand that Sports Properties convert their shares into cash.

~~Each~~Following ~~Underwriter~~is ~~agrees~~an ~~that~~example ~~the~~of ~~agreements~~Sports ~~are~~Properties’ ~~subject~~estimated transaction tocosts incurred and ~~contingent~~payable upon the ~~consummation~~closing of the transaction contemplated by the Framework ~~Transactions~~Agreement assuming a maximum transaction size of $100 million (after payment to stockholders who exercise conversion rights and payment to stockholders from whom Sports Properties purchases IPO Shares) and assuming a maximum transaction size of $50 million (after payment to stockholders who exercise conversion rights, payment to stockholders from whom Sports Properties purchases IPO Shares and payment of expenses associated with the transactions contemplated by the Framework Agreement).

The foregoing description is qualified in its entirety by reference to the full text of the Advisor Agreements, which are attached to this Current Report on Form 8-K as Exhibits 1.1, 1.2, 1.3 and 1.4 and are incorporated herein by reference.


Assuming Maximum Transaction Size ⁽¹⁾⁽²⁾
Trust Balance	$	215,196,180
Legal and financial advisory fees		2,000,000
Underwriting fees		2,150,000
Accounting and other		200,000
Accrued expenses		700,000
Total Transaction Expenses	$	5,050,000
Trust Balance After Transaction Expenses	$	210,146,180
Trust Balance After Transaction Expenses Per Share ⁽⁴⁾	$	9.74

Assuming Net Transaction Size of $50 Million ⁽¹⁾⁽³⁾
Trust Balance	$	53,500,000
Legal and financial advisory fees		1,500,000
Underwriting fees		802,500
Accounting and other		200,000
Accrued expenses		700,000
Total Transaction Expenses	$	3,202,500
Trust Balance After Transaction Expenses	$	50,297,500
Trust Balance After Transaction Expenses Per Share ⁽⁴⁾	$	9.34

(1)

Sports Properties has entered into agreements with Banc of America Securities LLC and the other IPO underwriters to reduce the deferred underwriting fees payable to them upon consummation of the transactions contemplated by the Framework Agreement from approximately $9.3 million to approximately 1.5% of the amount contained in our trust account (after payment to stockholders who exercise conversion rights and payment to stockholders from whom Sports Properties purchase IPO Shares) to $2.15 million in the aggregate. These agreements and other arrangements Sports Properties has entered into may contain a variable component which is tied to the amount in the trust account on the closing date of the transactions contemplated by the Framework Agreement after taking into account amounts paid to Sports Properties’ stockholders with whom Sports Properties enters into forward contracts before the close of the transactions contemplated by the Framework Agreement to purchase stockholders’ shares and any amounts paid to holders of the IPO Shares who vote either for or against the transactions contemplated by the Framework Agreement and demand conversion of their IPO Shares.

(2)

Assumes that no stockholders exercise conversion rights with respect to their shares of Sports Properties’ common stock into a pro rata portion of the trust account and that all of the funds held in the trust account are available after closing for the payment of transaction costs and for operating purposes and is based upon the December 24, 2009 trust account balance.

(3)	Assumes 16,195,578 IPO Shares were either converted into their pro rata shares of the funds in Sports Properties’ trust account or purchased pursuant to forward purchase contracts Sports Properties entered into with the holders thereof.

(4)	Assumes 21,581,300 shares of common stock outstanding at the maximum transaction value size and 5,385,722 shares of common stock outstanding at the minimum transaction value size.

Item 8.01

Other Events

On January 7, 2010, Sports Properties issued a press release announcing that it entered into the Amendment and that it filed a supplement to its definitive proxy statement, dated December 31, 2009, updating the disclosure in the definitive proxy statement as a result of the Amendment to the Framework Agreement. The press release also announced today that Medallion Financial 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 previously announced special meetings of stockholders and warrantholders. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

Exhibit		Description
Exhibit No.		Description
1.1		Advisor Agreement, dated December 29, 2009, between Sports Properties Acquisition Corp. and Ladenburg Thalmann & Co. Inc.
10.1		Framework Agreement, dated as of November 18, 2009, by and between Sports Properties Acquisition Corp. and Medallion Financial Corp. (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by the Company on November 18, 2009)
1.2		Advisor Agreement, dated December 29, 2009, between Sports Properties Acquisition Corp. and Maxim Group LLC
10.2		Amendment to the Framework Agreement, dated as of January 7, 2010, by and between Sports Properties Acquisition Corp. and Medallion Financial Corp.
1.3		Advisor Agreement, dated December 29, 2009, between Sports Properties Acquisition Corp. and GunnAllen Financial, Inc.
99.1		Press Release dated January 7, 2010
1.4		Advisor Agreement, dated December 29, 2009, between Sports Properties Acquisition Corp. and RBC Capital Markets Corporation, successor-in-interest to Ferris, Baker Watts Incorporated

This report and the exhibits hereto may include “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 and warrant amendments and related transactions; approval of the proposed certificate of incorporation and warrant amendments and related transactions by stockholders and warrantholders, as applicable; the satisfaction of the closing conditions to the proposed transactions, certificate of incorporation and warrant amendments and related transactions; and the timing of the completion of the proposed transactions, certificate of incorporation and 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 operates, 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 Sports Properties 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 of 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 SEC and in the definitive proxy statement to be used in connection with the transactions contemplated by the Framework Agreement, as described below. 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 preliminary proxy statement with the SEC in connection with the proposed transactions, certificate of incorporation amendments and the warrant amendments and to mail a 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 preliminary proxy statement, and, when available, amendments thereto, if any, and the definitive proxy statement 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 will be 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 preliminary and definitive proxy statements, without charge, once available, 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 preliminary proxy statement and other relevant materials to be filed by Sports Properties with the SEC when they become available.

SIGNATURES

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

EXHIBIT INDEX

ExhibitNo.		Description
1.1		Advisor Agreement, dated December 29, 2009, between Sports Properties Acquisition Corp. and Ladenburg Thalmann & Co. Inc.
10.1		Framework Agreement, dated as of November 18, 2009, by and between Sports Properties Acquisition Corp. and Medallion Financial Corp. (incorporated by reference to Exhibit 10.4 of the Current Report on Form 8-K filed by the Company on November 18, 2009)
1.2		Advisor Agreement, dated December 29, 2009, between Sports Properties Acquisition Corp. and Maxim Group LLC
10.2		Amendment to the Framework Agreement, dated as of January 7, 2010, by and between Sports Properties Acquisition Corp. and Medallion Financial Corp.
1.3		Advisor Agreement, dated December 29, 2009, between Sports Properties Acquisition Corp. and GunnAllen Financial, Inc.
99.1		Press Release dated January 7, 2010
1.4		Advisor Agreement, dated December 29, 2009, between Sports Properties Acquisition Corp. and RBC Capital Markets Corporation, successor-in-interest to Ferris, Baker Watts Incorporated

SPORTS PROPERTIES ACQUISITION CORP.

Dated: December 29, 2009

/s/ LARRY D. HALL

Dated: January 7, 2010

/s/ LARRY D. HALL

Larry D. Hall

Chief Financial Officer

Filing Compare · Sports Properties Acquisition Corp.