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DM > SEC Filings for DM > Form 8-K on 22-Jan-2013All Recent SEC Filings

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Form 8-K for DOLAN CO.


22-Jan-2013

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhi


Item 1.01 Entry into a Material Definitive Agreement

On January 22, 2013, The Dolan Company (the "Company") entered into a fourth amendment (the "Amendment") to its Third Amended and Restated Credit Agreement, dated as of December 6, 2010, among the Company, its consolidated subsidiaries, the lenders from time to time party thereto, U.S. Bank National Association, as a lender, LC issuer, swing line lender, lead arranger, sole bookrunner, and as administrative agent for the lenders, and Wells Fargo Bank, National Association, as a lender and as syndication agent (as heretofore amended, the "Credit Agreement").

Among other changes, the Amendment permits the payment of distributions on preferred stock of the Company, requires that a portion of the proceeds from the issuance of preferred stock be used to pay down the loans under the Credit Agreement and makes certain other adjustments to the covenants and restrictions applicable to the Company.

The foregoing description is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10 to this Current Report on Form 8-K and is incorporated by reference herein; the Credit Agreement, which was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 7, 2010 and is incorporated by reference herein; the First Amendment to the Credit Agreement, which was filed as Exhibit 10 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2011 and is incorporated by reference herein; the Second Amendment to the Credit Agreement, which was filed as Exhibit 10.49 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and is incorporated by reference herein; and the Third Amendment to the Credit Agreement, which was filed as Exhibit 10 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2012 and is incorporated by reference herein.



Item 8.01 Other Events

On January 22, 2013, the Company issued a press release announcing that it intends to engage in an underwritten public offering of a newly designated series of preferred stock (the "Offering"). A copy of the press release is attached hereto as Exhibit 99.1

Attached hereto as Exhibit 99.2 is a copy of the investor presentation slides the Company is using in connection with the intended Offering.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
Number                              Description of Exhibits

   3         Amended and Restated Certificate of Incorporation, as amended.

  10         Fourth Amendment to Third Amended and Restated Credit Agreement, dated
             as of January 22, 2012, by and among the Company, its consolidated
             subsidiaries, the lenders from time to time party to the Credit
             Agreement, U.S. Bank National Association, as a lender, LC issuer,
             swing line lender, and as administrative agent for the lenders, and
             Wells Fargo Bank, National Association, as a lender and as syndication
             agent.

 99.1        Press Release dated January 22, 2013

 99.2        Investor Presentation


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