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MDCA > SEC Filings for MDCA > Form 8-K on 15-Nov-2013All Recent SEC Filings

Show all filings for MDC PARTNERS INC



Entry into a Material Definitive Agreement, Creation of a Direct Financial Oblig

Item 1.01. Entry Into a Material Definitive Agreement.

Third Supplemental Indenture

On November 15, 2013, MDC Partners Inc. ("MDC" or the "Company") issued an additional $110 million aggregate principal amount of its 6.75% Senior Notes due 2020 (the "New Notes"). The New Notes were issued at an offering price of 103.75% of par, plus accrued interest from October 1, 2013. The New Notes are guaranteed on a senior unsecured basis by all of MDC's existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, MDC's senior secured revolving credit facility, as guarantors (the "Guarantors"). The New Notes are a follow-on issue to the $550 million aggregate principal amount of the Company's 6.75% Senior Notes due 2020 issued on March 20, 2013 (the "Existing Notes"). The New Notes were sold in a private placement in reliance on exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"). The New Notes were issued as additional notes pursuant to a Third Supplemental Indenture, dated as of November 15, 2013 (the "Third Supplemental Indenture"), among MDC, the Guarantors and The Bank of New York Mellon, as trustee, which supplements the base indenture (the "Base Indenture"), dated as of March 20, 2013. The Third Supplemental Indenture provides that the New Notes are identical in all terms and conditions to the Existing Notes except as to issue date and the issue price.

The Base Indenture, as supplemented by the Third Supplemental Indenture, includes covenants that, among other things, restrict MDC's ability and the ability of its restricted subsidiaries (as defined in the Indenture) to incur or guarantee additional indebtedness; pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments; create restrictions on the payment of dividends or other amounts from MDC's restricted subsidiaries; sell assets; enter into transactions with affiliates; create liens; enter into sale and leaseback transactions; and consolidate or merge with or into, or sell substantially all of MDC's assets to, another person. These covenants are subject to a number of important limitations and exceptions. The New Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provisions.

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.

Item 8.01. Other Events.

On November 15, 2013, MDC issued a press release announcing the completion of its offering, in a private placement, of the New Notes. A copy of the Company's press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1 Third Supplemental Indenture, dated as of November 15, 2013, to the Indenture, dated as of March 20, 2013, among the Company, the Note Guarantors and The Bank of New York Mellon, as trustee, including the form of 6.75% Senior Notes due 2020.

99.1 Text of press release issued by MDC Partners Inc. on November 15, 2013 regarding the completion of the offering of its New Notes.

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