UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13
of
the
Securities Exchange Act of 1934
Date
of
Report (Date Earliest Event reported) — June 19, 2007 (June
18,
2007)
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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
o Pre−commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d−2(b))
o
Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act
(17 CFR 240.13e− 4(c))
Item
1.01 Entry into a Material Definitive
Agreement
On
June
18, 2007, MDC Partners Inc. (the “Company”) and its material subsidiaries
entered into a new $185 million senior secured financing agreement (the
“Financing Agreement”) with Fortress Credit Corp., as collateral agent, Wells
Fargo Foothill, Inc., as administrative agent, and a syndicate of lenders from
time to time party thereto. This facility replaced the Company’s existing $96.5
million credit facility with JPMorgan Chase Bank, as US administrative agent
and
collateral agent, JPMorgan Chase Bank, Toronto Branch, as Canadian
administrative agent, Bank of Montreal and The Toronto-Dominion Bank, as
co-syndication agents, and The Bank of Nova Scotia, as documentation agent,
dated as of September 22, 2004, which was originally scheduled to mature on
September 21, 2007 and has been terminated. A copy of the Financing Agreement
is
attached as Exhibit 10.1 hereto. Capitalized terms used herein and not otherwise
defined have the meanings set forth in the Financing Agreement.
Borrowings
under the Financing Agreement will bear interest as follows: (a)(i) LIBOR Rate
Loans bear interest at applicable interbank rates and (ii) Reference Rate Loans
bear interest at the rate of interest publicly announced by the Reference Bank
in New York, New York, plus (b) a percentage spread ranging from 0% to a maximum
of 4.75% depending on the type of loan and the Company’s Senior Leverage Ratio.
In addition, the Company is required to pay a facility fee of 50 basis points.
The
disclosure set forth below under Item 2.03 (Creation of a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a
Registrant) is hereby incorporated by reference into this Item
1.01.
On
June
18, 2007, the Company announced that it refinanced certain existing debt
instruments, using proceeds from a new financing agreement that was executed
on
June 18, 2007. This
new
financing agreement consists
of a $55 million revolving credit facility, a $60 million term loan and a $70
million delayed draw term loan, and was provided by Fortress Credit Corp.,
an
affiliate of Fortress Investment Group, and Wells Fargo Bank. This
facility will replace the Company’s existing $96.5 million credit facility that
was originally expected to mature on September 21, 2007.
Proceeds
from the Financing Agreement were used to repay in full the outstanding balances
on the Company's existing credit facilities. The obligations repaid total
approximately US$73,650,000. All of these repaid credit facilities have been
terminated.
The
new
credit agreement is guaranteed by the material subsidiaries of MDC Partners
Inc.
and matures on June 17, 2012. The financing agreement is subject to various
covenants, including a senior leverage ratio, fixed charges ratio, limitations
on debt incurrence, limitation on liens and limitation on dividends and other
payments.
Item
7.01. Regulation FD Disclosure.
On
June
19, 2007, MDC Partners Inc. issued a press release announcing that it completed
a new $185 million financing. A copy of this press release is attached as
Exhibit 99.1 hereto.
Item
9.01. Financial Statements and Exhibits.
(c)
Exhibits.
| 10.1 |
Financing
Agreement, dated as of June 18, 2007, dated as of June 18, 2007,
by and
among MDC Partners Inc., a Canadian corporation (the "Parent")
and Maxxcom Inc., a Delaware corporation ("Maxxcom"
or the "Borrower"),
each subsidiary of the Parent listed as a "Guarantor"
on the signature pages thereto, the lenders from time to time party
thereto, Fortress
Credit Corp., a Delaware corporation,
as collateral agent for the lenders, and Wells Fargo Foothill, Inc.,
as
administrative agent for the
lenders.
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| 99.1 |
Press
release dated as of June 19, 2007.
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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:
June 19, 2007
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MDC
Partners Inc.
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By:
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/s/
Mitchell Gendel
Mitchell
Gendel
General
Counsel & Corporate Secretary
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