Sports Properties Acquisition Corp. (“Sports Properties”) (NYSE
Amex: HMR), a public investment vehicle, announced today that it
has designated December 24, 2009 as the record date for the special
meetings of stockholders and warrantholders. Sports Properties'
stockholders and warrantholders of record as of the close of
business on December 24, 2009 will be entitled to notice of and to
vote at the special meetings.
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 ("IPO") 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 will announce the date and place of the
special meetings of stockholders and warrantholders once they are
established.
As previously announced, Sports Properties has entered into a
Framework Agreement with Medallion Financial Corp., a Delaware
corporation, which will result in Sports Properties continuing its
business as a corporation that acquires and actively manages
taxicab 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.
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 preliminary proxy statement with
the SEC in connection with the proposed transactions and to mail a
definitive proxy statement and other relevant documents to Sports
Properties stockholders and warrantholders. Stockholders and
warrantholders of Sports Properties and other interested persons
are advised to read, when available, the preliminary proxy
statement, and amendments thereto, and the definitive proxy
statement in connection with solicitation of proxies for the
special meetings of Sports Properties’ stockholders and Sports
Properties’ warrantholders to be held to approve the transactions
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 transactions. 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,
trust agreement amendments, 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 Acquisition Corp., 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 and officers 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.
Disclaimer
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Sports Properties, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction.
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