Amended Securities Registration (section 12(b)) (8-a12b/a)
May 24 2021 - 3:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
MMA CAPITAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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001-11981
(Commission File Number)
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52-1449733
(IRS Employer Identification No.)
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3600 O’Donnell Street, Suite 600, Maryland
21224
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including
Area Code: (443) 263-2900
Securities to be registered pursuant to Section 12(b) of
the Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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Common Stock Purchase Rights
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The NASDAQ Stock Market LLC
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If this form
relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant
to General Instruction A.(c), check the following box. x
If this form
relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant
to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form
relates: N/A (if applicable)
Securities to be registered pursuant to Section 12(g) of
the Act: None
EXPLANATORY NOTE
This amendment hereby amends the registration statement
on Form 8-A originally filed by MMA Capital Holdings, Inc. (the “Company”) with the Securities and Exchange Commission on
May 5, 2015, by supplementing Items 1 and 2 with the following:
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Item 1.
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Description of Registrant’s Securities to Be Registered.
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On May 24, 2021, the Company
entered into a Third Amendment to Tax Benefits Rights Agreement (the “Third Amendment”) which amends the Tax Benefit Rights
Agreement dated as of May 5, 2015 (the “Rights Agreement”), between the Company and Broadridge Corporate Issuer Solutions,
Inc., as rights agent, as amended by the First Amendment to Tax Benefits Rights Agreement dated January 1, 2019, and the Second Amendment
to Tax Benefits Rights Agreement dated March 12, 2020.
The Third Amendment amends
the Rights Agreement in certain respects to provide that, among other things, (i) neither FP Acquisition Parent, LLC, a Delaware limited
liability company (“Parent”), nor FP Acquisition Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”),
under that certain Agreement and Plan of Merger dated as of May 24, 2021 by and among Parent, Merger Sub and the Company (the “Merger
Agreement”) nor any of their affiliates or associates will be deemed to be or become “Acquiring Person” as a result
of the approval, adoption, execution, delivery, and/or amendment of the Merger Agreement or the Voting Agreements, the public announcement
or disclosure of those agreements or the performance or consummation of those agreements, (ii) neither Parent nor Merger Sub nor any of
their affiliates or associates will be deemed to be or become a “Beneficial Owner” of, or have “Beneficial Ownership”
of, or to “beneficially own” any shares of Company common stock under the Rights Agreement as a result of the approval, adoption,
execution, delivery, and/or amendment of the Merger Agreement or the Voting Agreements, the public announcement or disclosure of those
agreements or the performance or consummation of those agreements, (iii) neither a “Distribution Date” nor a “Stock
Acquisition Date” under the Rights Agreement will occur or be deemed to have occurred as a result of the approval, adoption, execution,
delivery, and/or amendment of the Merger Agreement or the Voting Agreements, the public announcement or disclosure of those agreements
or the performance or consummation of those agreements, (iv) the rights issued under the Rights Agreement will expire immediately prior
to the effective time under the Merger Agreement, if the effective time occurs, and (v) nothing in the Rights Agreement will be construed
to give holders of rights certificates (or holders of Company Common Stock prior to the distribution date of the rights) under the Rights
Agreement any rights, remedies or claims as a result of the approval, adoption, execution, delivery, and/or amendment of the Merger Agreement
or the Voting Agreements, the public announcement or disclosure of those agreements or the performance or consummation of those agreements.
The Amendment will terminate automatically and will have no force or effect upon a termination of the Merger Agreement.
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Exhibit
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Number
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Description of Document
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4.1
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Tax Benefit Rights Agreement, dated as of May 5, 2015, between MMA Capital Holdings, Inc. (formerly known as MMA Capital Management, LLC) and Broadridge Corporate Issuer Solutions, Inc. as rights agent (incorporated by reference to Form 8-A filed on May 5, 2015).
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4.2
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First Amendment to Tax Benefit Rights Agreement dated as of January 1, 2019 between MMA Capital Holdings, Inc. and Broadridge Corporate Issuer Solutions, Inc. as rights agent. (incorporated by reference to Appendix II of Company’s definitive proxy statement on Schedule 14A filed on September 28, 2018).
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4.3
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Second Amendment to Tax Benefit Rights Agreement dated as of March 12, 2020 between MMA Capital Holdings, Inc. and Broadridge Corporate Issuer Solutions, Inc. as rights agent (incorporated by reference to Form 8-A filed on March 17, 2020).
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4.4
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Third Amendment to Tax Benefit Rights Agreement dated as of May 24, 2021 between MMA Capital Holdings, Inc. and Broadridge Corporate Issuer Solutions, Inc. as rights agent (incorporated by reference to Form 8-K filed on May 24, 2021).
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SIGNATURE
Pursuant to the requirements of Section 12
of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized.
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MMA CAPITAL HOLDINGS, INC.
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B:
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/S/ Gary A. Mentesana
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Gary A. Mentesana
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Chief Executive Officer
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May 24, 2021
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