Edgar Filing: Dolan Co.

THE DOLAN COMPANY

Date: February 14, 2014

/s/ Vicki J. Duncomb

Name: Vicki J. Duncomb

Its: Vice President and Chief Financial Officer

Form 8-K

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 of earliest event reported): February 13, 2014

The Dolan Company

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33603

43-2004527

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

222 South Ninth Street, Suite 2300

Minneapolis, Minnesota

55402

(Address of Principal Executive Offices)

(Zip Code)

(612) 317-9420

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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 February 13, 2014, The Dolan Company (the “Company”) and other subsidiary borrowers entered into the Eighth 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 LC issuer, swing line lender and administrative agent (as heretofore amended, the “Credit Agreement”).

In general, the Amendment provides the Company with access to its revolving facility through February 28, 2014, while the Company and lenders continue to negotiate the terms for restructuring the Company’s capital structure. During that period, the Company’s payment and covenant defaults from December 31, 2013, and later are temporarily waived, and the Company will have access to an additional $3.9 million through the revolving facility. The Amendment requires the Company to reach agreement with the lenders by February 20, 2014, on terms for addressing the Company’s capital structure and thereafter to comply with those terms. Other changes made by the Amendment include requiring payment of an additional fee equal to 5% of the sum of the outstanding term loans and revolving commitments, with such fee added to the outstanding term loans, and requiring the Company to provide mortgages on two of its properties by February 18, 2014.

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 (the “SEC”) 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 SEC 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; 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 SEC on October 10, 2012 and is incorporated by reference herein; the Fourth Amendment to the Credit Agreement, which was filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed with the SEC on January 22, 2013 and is incorporated by reference herein; the Fifth Amendment to the Credit Agreement, which was filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed with the SEC on July 9, 2013 and is incorporated by reference herein; the Sixth Amendment to the Credit Agreement, which was filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed with the SEC on November 6, 2013 and is incorporated by reference herein; and the Seventh Amendment to the Credit Agreement, which was filed as Exhibit 10 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2014.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit
Number		Description of Exhibits

10		Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of February 13, 2014, 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 LC issuer, swing line lender, and as administrative agent for the lenders.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit Index


Exhibit
Number		Description of Exhibits

10		Eighth Amendment to Third Amended and Restated Credit Agreement, dated as of February 13, 2014, 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 LC issuer, swing line lender, and as administrative agent for the lenders.