Unassociated Document
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 Earliest Event reported) — November 29, 2010 (November 22,
2010)
MDC
PARTNERS INC.
(Exact
name of registrant as specified in its charter)
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Canada
(Jurisdiction
of Incorporation)
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001-13718
(Commission
File Number)
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98-0364441
(IRS
Employer Identification
No.)
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45
Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address
of principal executive offices and zip code)
(416)
960-9000
(Registrant’s
Telephone Number)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
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o
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Pre−commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d−2(b))
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Pre−commencement communications
pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e−
4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
On
November 22, 2010, MDC Partners Inc. (“MDC”), Maxxcom Inc. (a subsidiary of MDC)
and each of their subsidiaries party thereto entered into an amendment (the
“Amendment”) to its existing senior secured revolving credit facility, dated
October 23, 2009 (as heretofore amended, the “Credit Agreement”), with Wells
Fargo Capital Finance, LLC, as agent, and the lenders from time to time party
thereto.
In
connection with the Amendment and pursuant to separate assignment agreements,
JPMorgan Chase Bank, N.A., and Bank of Montreal will join Wells Fargo as lenders
under the facility and concurrently the maximum revolver amount under the
facility will be increased to $100 million, from $75 million. As of
the date of the Amendment, MDC had no outstanding borrowings under the Credit
Facility other than undrawn letters of credit.
The
Amendment also provides that MDC will be subject to additional financial
covenants relating to “total leverage ratio” and “minimum accounts” (each as
defined). MDC would have been in compliance with each of these
covenants as of September 30, 2010.
The
foregoing summary description of the Amendment to the Credit Agreement is
qualified in its entirety by reference to the full text of the
agreements. The Amendment will be filed as an exhibit to MDC’s Annual
Report on Form 10-K for the period ended December 31, 2010.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above under Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 2.03.
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed by the undersigned hereunto duly
authorized.
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Date: November
29, 2010
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MDC
Partners Inc.
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By:
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/s/ David C. Ross
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David
C. Ross
Associate
General Counsel & Assistant
Secretary
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