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): March 18, 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 1.03 Bankruptcy or Receivership

On March 23, 2014, The Dolan Company (the “Company”) and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the District of Delaware seeking relief under the provisions of Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Filing”).

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

In connection with its plans to make the Bankruptcy Filing, the Company entered into a Separation and General Release Agreement on March 18, 2014, with each of James P. Dolan, the Company’s Chairman, President and Chief Executive Officer, and Scott Pollei, the Company’s Executive Vice President and Chief Operating Officer.

Pursuant to the Separation and General Release Agreement with Mr. Dolan, Mr. Dolan resigned his position as a member of the Company’s board of directors effective when the agreement was executed, and resigned his positions as President and Chief Executive Officer of the Company effective when the Bankruptcy Filing was made. In consideration for his release of any claims against the Company and confidentiality, non-solicitation, and non-competition provisions, Mr. Dolan will be entitled to severance pay and benefits as follows: cash payment of $937,500, payment of COBRA premiums for continuation of medical and dental insurance for up to 18 months, and payment of legal fees incurred in connection with the separation.

Pursuant to the Separation and General Release Agreement with Mr. Pollei, Mr. Pollei resigned his positions as Executive Vice President and Chief Operating Officer of the Company effective when the Bankruptcy Filing was made. In consideration for his release of any claims against the Company and confidentiality, non-solicitation, and non-competition provisions, Mr. Pollei will be entitled to severance pay and benefits as follows: cash payment of $562,500, payment of COBRA premiums for continuation of medical and dental insurance for up to 18 months, payment of legal fees incurred in connection with the separation, and outplacement services for one year.

Item 8.01 Other Events

On March 20, 2014, the Company issued a press release announcing its plans for the Bankruptcy Filing. A copy of the press release is filed as Exhibit 99 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description of Exhibits
99	Press Release of the Company dated March 20, 2014

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.

	THE DOLAN COMPANY
Date: March 24, 2014	/s/ Vicki J. Duncomb
	Name: Vicki J. Duncomb
	Its: Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibits
99	Press Release of the Company dated March 20, 2014

EX-99

Exhibit 99

FOR IMMEDIATE RELEASE

THE DOLAN COMPANY AND CERTAIN OF ITS SUBSIDIARIES TO FILE FOR

PREPACKAGED CHAPTER 11 REORGANIZATION TO ACHIEVE

COMPREHENSIVE DEBT RESTRUCTURING

MINNEAPOLIS, Minn. (March 20, 2014) – The Dolan Company (OTC:DOLN) and its subsidiaries (collectively, the “Company”) announced that it, along with certain of its subsidiaries, has agreed to a comprehensive balance-sheet restructuring with its secured lenders that, among other things, will allow the Company to continue honoring obligations of its employees, customers, and vendors in the ordinary course of business. The proposed restructuring will allow the Company to achieve a capital structure that will allow the Company to grow its business into the future. To implement the restructuring, the Company and certain of its subsidiaries intend to file voluntary petitions for a prepackaged chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Delaware. The Dolan Company’s e-discovery business, DiscoverReady LLC, will not file a chapter 11 petition and its operations will not be affected by the proposed chapter 11 process. The filing subsidiaries and DiscoverReady will continue to operate their businesses as usual in all respects and the restructuring is not expected to have a negative effect on the Company’s operations.

On Tuesday, March 18, 2014, the Company and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the restructuring support agreement, the Company commenced solicitation for votes on the chapter 11 plan from the Company’s secured creditors, the only parties entitled to vote under the plan of reorganization. Solicitation is expected to conclude at the end of this week. Upon securing sufficient votes to accept the chapter 11 plan, the Company will seek relief under chapter 11. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The restructuring support agreement also secures support from the lenders to refinance DiscoverReady’s capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. Importantly, the Company will continue to provide its usual, high-quality services and products to its customers through this process and, as noted above, will continue to pay its vendors, employees, and other ongoing obligations in the normal course of business, and none of these parties should be materially affected by the chapter 11 filing or process.

After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies.

“The Company remains well positioned in its core markets. This reorganization step is necessary to unlock these current businesses from the weight of debt principally associated with its previous mortgage foreclosure processing businesses,” said Kevin Nystrom, the Company’s chief restructuring officer. “The Company and its lenders are committed to the customers, employees, and vendors and want to secure a bright future through this process,” he said.

The plan of reorganization contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital,

Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a leading global private investment firm with more than $15 billion of equity capital under management.

The Company’s lenders are expected to provide a $10 million debtor-in-possession (“DIP”) loan to fund the cash needs of the Company and DiscoverReady through the reorganization process.

In connection with this process, James P. Dolan, the Company’s founder and chief executive officer, and Scott Pollei, the Company’s long-time chief operating officer, have resigned their positions with the Company, with such resignations to be concurrent with the planned chapter 11 filing. Chief Financial Officer Vicki Duncomb and General Counsel Renee Jackson will remain in their leadership positions with the Company and will assist Chief Restructuring Officer Nystrom in managing the Company’s operations.

Given the typical speed of a “pre-packaged” plan of reorganization, the Company expects to emerge from bankruptcy within approximately two months. The Company and DiscoverReady expect to continue to conduct business as usual through the restructuring process and expect day-to-day relationships with employees, vendors, and customers to remain strong.

The Dolan Company is a leading provider of professional services and business information to the legal, financial and real estate sectors. The Company’s Professional Services Division provides specialized outsourced services to the legal profession primarily through subsidiaries DiscoverReady LLC and Counsel Press. Counsel Press is the nation’s largest provider of appellate services to the legal community. DiscoverReady LLC provides outsourced discovery management and document review services to major companies and law firms. The Company’s Business Information Division publishes business journals, court and commercial media and other highly focused information products and services, operates web sites and produces events for targeted legal and professional audiences in each of the 19 geographic markets that it serves across the United States.

Statement Regarding Forward Looking Information

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that are not historical or current facts are forward-looking statements. Such forward-looking statements include statements using words such as “anticipate,” “expect,” “believe,” “continue,” “will,” “may,” “estimate,” “assume,” “presume,” “pursue,” “outlook,” “plan,” “goal,” “milestone” and similar expressions. Forward-looking statements are subject to risks, uncertainties and other factors that could cause the actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: our ability to successfully solicit consent to the terms of the planned chapter 11 filings, the ultimate length and outcome of the chapter 11 process, our ability to fund our ongoing operations, repay our indebtedness, pay dividends on our preferred stock, fund capital expenditures, make divestitures on acceptable terms, and make any acquisitions; our ability to comply with covenants in our debt instruments; our ability to obtain waivers from our lenders of any failure to comply with covenants in our debt instruments or of events of default; our ability to amend our debt instruments in the future; our ability to retain key customers and develop new customer relationships in our litigation support services segment; the possibility that we may have to record significant charges to earnings as a result of impairment of our intangible assets; our ability to retain key personnel; the adverse resolution of a future lawsuit or claim against us; the failure or disruption of our software systems, our document hosting, processing, conversion and review systems, or our website and online networks; the risk that our customers fail to timely pay us for our services, or at all; and the other risk factors described under “Risk Factors” in Item 1A of our annual report on Form 10-K for the year ended

December 31, 2012, which we filed with the SEC on March 8, 2013, and those highlighted in our Form 10-Q for the quarter ended September 30, 2013, which we filed with the SEC on November 12, 2013. We undertake no obligation to update any forward-looking statements in light of new information or future events.

Contact:

Bob Evans, Director of Investor Relations and Corporate Development

(612) 317-9430

Bob.evans@thedolancompany.com