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): January 10 20, 2022

MARLIN BUSINESS SERVICES CORP.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-50448	38-3686388
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)
(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 1 2.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets.

On January 1020, 2022, Marlin Business Services Corp. (the “~~Facility~~Company”) ~~Closing~~completed ~~Date~~its previously announced merger (the “Merger”), ~~Marlin~~with ~~Capital~~Madeira ~~Conduit~~Merger Subsidiary, ~~LLC~~Inc. (“~~MCC~~Merger Sub”), ana ~~indirect,~~ wholly owned subsidiary of ~~Marlin~~Madeira ~~Business~~Holdings, ~~Services~~LLC ~~Corp.~~ (~~the~~ “~~Company~~Parent”), ~~entered~~pursuant ~~into~~to athat ~~loan~~certain Agreement and ~~security~~Plan ~~agreement~~of Merger, dated as of April 18, 2021, by and among the Company, Merger Sub and Parent (the “~~Loan~~Merger Agreement”). ~~with~~The Company was the ~~lenders~~surviving ~~from~~corporation ~~time-to-time~~in ~~parties~~the ~~thereto~~Merger and, ~~Bank~~as a result of ~~America~~the Merger, ~~N.A.~~has become a wholly owned subsidiary of Parent, asa ~~administrative~~subsidiary ~~agent~~of funds managed by HPS Investment Partners, LLC.

InAt ~~connection~~the ~~with~~effective ~~the~~time ~~Loan~~of ~~Agreement~~the ~~and~~Merger ~~pursuant~~(the to“Effective aTime”), ~~purchase~~each ~~agreement~~issued ~~dated~~and asoutstanding share of ~~the~~common ~~Facility~~stock, ~~Closing~~par ~~Date~~value ~~between~~$0.01 ~~MCC~~per ~~and~~share, ~~Marlin~~of ~~Leasing~~the ~~Corporation~~Company (~~“Marlin~~each, ~~Leasing~~a “Share”), aother ~~direct,~~than ~~wholly-owned~~Shares ~~subsidiary~~that ofare ~~the~~held ~~Company,~~by ~~Marlin~~any ~~Leasing~~record ~~conveyed~~holder onwho ~~the~~is ~~Facility~~entitled ~~Closing~~to ~~Date,~~demand and ~~may~~properly ~~from~~demands ~~time~~payment toof ~~time~~the infair ~~the~~cash ~~future~~value ~~convey,~~of ~~certain~~such ~~equipment~~Shares ~~leases,~~as ~~equipment~~a ~~loans,~~dissenting ~~franchise~~shareholder ~~loans~~pursuant to, and ~~working~~who ~~capital~~complies ~~loans~~in ~~together~~all respects with, ~~Marlin~~the ~~Leasing’s~~provisions ~~interest~~of inSubchapter ~~any~~15D ~~related~~of ~~equipment~~the Pennsylvania Business Corporation Law of 1988, was cancelled and ~~other~~converted ~~rights~~into ~~related~~the ~~thereto~~right ~~(collectively~~to receive $23.50 per Share in cash, without interest (the “~~Financed~~Merger ~~Assets~~Consideration”) ~~to MCC~~.

~~Pursuant~~At the Effective Time: (i) with respect to ~~the~~each ~~Loan~~Share ~~Agreement,~~that atis subject to any ~~time~~vesting, ~~after~~forfeiture, repurchase or other lapse restriction under the ~~Facility~~Company ~~Closing~~stock ~~Date~~plans and onoutstanding orimmediately ~~before~~prior ~~July 18,~~to ~~2022 (~~the ~~“Revolving~~Effective ~~Period”)~~Time, ~~MCC~~such ~~may~~vesting, ~~request~~forfeiture, ~~that~~repurchase ~~Bank~~or ofother ~~America,~~lapse ~~N.A.~~restriction lapsed and ~~BNP~~such ~~Paribas~~restricted ~~(together,~~share fully vested and converted into the ~~“Committed~~right ~~Lenders”~~to receive the Merger Consideration; (ii) each ~~and~~restricted ~~one~~stock orunit ~~more~~in ~~conduit~~respect ~~lenders~~of (Shares granted under the ~~“Conduit~~Company ~~Lenders,”~~stock ~~and~~plans ~~together~~that ~~with~~was ~~the~~outstanding ~~Committed~~immediately ~~Lenders,~~prior ~~collectively,~~to the ~~“Lenders”)~~Effective ~~make~~Time ~~loans~~fully ~~(“Loans”)~~vested and, ~~subject~~cancelled and converted into the right to ~~certain~~receive ~~conditions~~an ~~precedent~~amount ~~(including~~in ~~that~~cash, ~~the~~without ~~Agreement~~interest, ~~and~~equal ~~Plan~~to ofthe Merger, ~~dated~~Consideration asin respect of ~~April~~each underlying Share; (iii) ~~18,~~each ~~2021,~~restricted bystock ~~and~~unit ~~among~~in respect of Shares granted under the Company, ~~Madeira~~stock ~~Holdings,~~plans ~~LLC~~that was outstanding immediately prior to the Effective Time and ~~Madeira~~that ~~Merger~~per ~~Subsidiary~~its terms vests, ~~Inc. has~~in ~~not~~whole ~~terminated)~~or ~~and~~in part, based on the ~~availability~~achievement of a ~~borrowing~~specified ~~base~~level ~~determined~~of ~~based~~performance, ~~upon~~(a) if ~~advance~~awarded ~~rates~~during ~~relating~~December to2020, ~~the~~vested ~~present~~and ~~value~~was ofdeemed ~~remaining~~satisfied ~~scheduled~~based ~~payments~~on ~~and~~actual ~~residual~~performance ~~values~~determined as of ~~leases~~the onEffective ~~account~~Time ofin accordance with the ~~Financed~~terms ~~Assets~~thereof ~~held~~and by(b) if ~~MCC~~awarded atother ~~that~~than ~~time~~during December 2020, fully vested and was deemed satisfied at the ~~Committed~~target ~~Lenders~~level ~~shall~~of one hundred percent (100%), and ~~the~~in ~~Conduit~~each ~~Lenders~~case ~~may,~~such ~~advance~~vested ~~funds~~units ~~not~~were cancelled and converted into the right to ~~exceed~~receive an ~~aggregate~~amount ~~maximum~~in ~~principal~~cash, ~~amount~~without interest, equal to the Merger Consideration in respect of ~~$700 million~~each underlying Share; and (iv) each stock option granted under the ~~“Maximum~~Company ~~Loan~~stock ~~Amount”)~~plans that was outstanding immediately prior to the Effective Time was cancelled for no consideration or payment.

AsThe descriptions of the ~~Facility~~Merger ~~Closing~~Agreement ~~Date,~~and the ~~Loans~~transactions ~~had~~contemplated anthereby ~~outstanding~~contained ~~principal~~in ~~balance~~this ofCurrent ~~approximately~~Report ~~$617 million. The Loans made~~ on ~~the~~Form 8-K ~~Facility~~do ~~Closing~~not ~~Date~~purport ~~were~~to ~~primarily~~be ~~used~~complete toand ~~repay~~are ~~all~~qualified ~~amounts~~in ~~due~~their ~~and~~entirety ~~owing~~by ~~under~~ the ~~previously-disclosed~~full ~~loan~~ and ~~security~~complete ~~agreement~~text ~~dated as~~ of ~~November 2, 2021 by and between MCC and~~ the ~~lenders~~Merger ~~party~~Agreement, ~~thereto~~a ~~and~~copy ~~Bank~~ of ~~America, N.A., as administrative agent,~~ which ~~loan~~is ~~and~~attached ~~security~~hereto ~~agreement and related agreements (including the purchase agreement by and between the Company’s direct wholly-owned subsidiary Marlin Business Bank,~~ as ~~seller~~Exhibit 2.1 and ~~MCC,~~is asincorporated ~~purchaser)~~herein ~~were~~by ~~terminated upon such repayment in furtherance of Marlin Business Bank’s voluntary self-liquidation plan~~reference.

~~The~~Item ~~Loans~~3.01. ~~bear~~Notice ~~interest, payable monthly, based on the applicable Secured Overnight Financing Rate (“SOFR”) published by the Federal Reserve Bank~~ of ~~New~~Delisting ~~York (~~or aFailure ~~replacement thereto as determined pursuant~~ to ~~the~~Satisfy ~~Loan Agreement), plus an agreed-upon SOFR adjustment and margin. MCC paid~~ a ~~commitment~~Continued ~~fee~~Listing toRule ~~the~~or ~~Committed~~Standard; ~~Lenders~~Transfer ~~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~~Listing.

~~During~~On ~~and~~January 20, ~~after~~2022, the ~~Revolving~~Company ~~Period~~notified ~~and~~the ~~unless~~NASDAQ anGlobal ~~amortization~~Select ~~event~~Market or(“NASDAQ”) ~~event~~that ofthe ~~default~~Merger ~~occurs~~was consummated, and on the ~~lenders~~same ~~under~~day ~~the~~trading ~~Loan~~of ~~Agreement~~the ~~will~~Company’s becommon ~~repaid~~stock on aNASDAQ ~~monthly~~was ~~basis~~suspended. In asaddition, ~~payments~~ on ~~account~~January 20, of2022, the ~~Financed~~Company ~~Assets~~requested ~~are~~that ~~received. The~~NASDAQ ~~Loan~~file ~~Agreement~~a ~~contains~~delisting ~~various~~application ~~customary~~on ~~representations~~Form 25 ~~and~~with ~~warranties,~~the ~~affirmative~~Securities and ~~negative~~Exchange ~~covenants,~~Commission ~~cease~~(the ~~funding~~“SEC”) ~~events,~~to ~~early~~report ~~amortization~~the ~~events,~~delisting ~~servicer~~of ~~termination~~the ~~events~~Company’s ~~and~~common ~~events~~stock offrom ~~default~~NASDAQ.

~~Item~~The Company intends to file a certification on Form ~~8.01.~~15 ~~Other~~with ~~Events.~~the SEC requesting that the Company’s reporting obligations with respect to its common stock under Sections 13 and 15(d) of the Securities Exchange Act of 1934 be suspended.

OnItem ~~January 12, 2022, Marlin Business Services Corp~~3. ~~issued a press release providing an update on its proposed merger with a subsidiary of funds managed by HPS Investment Partners LLC~~03. AMaterial ~~copy~~Modifications ~~of the press release is attached~~ to ~~this~~Rights ~~Current~~of ~~Report~~Security ~~on Form 8-K as Exhibit 99~~Holders.~~1 and is incorporated herein by reference in its entirety.~~

The information set forth under Items 2.01 and Item 3.01 are incorporated herein by reference.

Holders of the Company’s common stock that was issued and outstanding prior to the Effective Time ceased to have any rights with respect to such securities (other than their right to receive the Merger Consideration), nor do they have any interest in the Company’s future earnings or growth.

Item 5.01.

Changes in Control of Registrant.

The information set forth under Items 2.01, 3.03, 5.02 and 5.03 are incorporated herein by reference.

As a result of the Merger, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary of Parent.

The Merger Consideration was funded through a combination of the Company’s cash on hand and equity financing obtained by Parent.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the Merger Agreement, at the Effective Time, all of the directors of the Company immediately prior to the Effective Time ceased serving as directors of the Company, and the directors of Merger Sub immediately prior to the Effective Time became the directors of the Company.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Effective Time, the articles of incorporation of the Company and the bylaws of the Company were each amended and restated in their entirety. The amended and restated articles of incorporation (attached as Schedule A to the Articles of Merger) and the amended and restated bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

99.1		Press Release issued by Marlin Business Services Corp. on January 12, 2022
2.1		Agreement and Plan of Merger, dated as of April 18, 2021, among Marlin Business Services Corp., Madeira Holdings, LLC, and Madeira Merger Subsidiary, Inc.*
3.1		Second Amended and Restated Articles of Incorporation of Marlin Business Services Corp.
3.2		Second Amended and Restated Bylaws of Marlin Business Services Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on April 20, 2021.

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: January 12, 2022	By:	/s/ Michael R. Bogansky
Date: January 20, 2022	By:	/s/ Michael R. Bogansky
	Name:	Michael R. Bogansky
	Title:	~~Senior Vice President~~SVP, Chief Financial Officer

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