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) — March 25, 2011 (March 25, 2011)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
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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 March 25, 2011, 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.
The Amendment provides that MDC will be subject to a minimum EBITDA (as defined) covenant, measured on a quarter-end basis, of at least $85 million for the twelve-month period ending March 31, 2011, and for the twelve-month period ending on the last day of each calendar quarter thereafter.
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-Q for the period ended March 31, 2011.
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: March 25, 2011
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MDC Partners Inc.
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By:
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/s/ David C. Ross
David C. Ross
Associate General Counsel &
Assistant Secretary
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