Current Report Filing (8-k)
June 29 2016 - 9:02AM
Edgar (US Regulatory)
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)
— June 29, 2016 (June 27, 2016)
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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745 Fifth Avenue, 19
th
Floor,
New York, NY 10151
(Address of principal executive offices and zip code)
(646) 429-1800
(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 June 27, 2016, MDC
Partners Inc. (the “Company”) and MDC Partners UK Holdings Limited, a wholly-owned subsidiary of the Company (“Purchaser”),
entered into a Share Sale and Purchase Agreement (the “Purchase Agreement”) with Forsman & Bodenfors ekonomisk
förening (“Seller”), pursuant to which Purchaser agreed to purchase 100% of the shares of Forsman & Bodenfors
AB, an advertising agency organized under the laws of Sweden (“F&B”) (the “Transaction”). The Transaction
is expected to close in the third quarter of 2016, subject to customary closing conditions.
The purchase price
for the Transaction consists of a closing payment of 1,900,000 shares of the Company’s Class A subordinate voting stock (the
“Closing Shares”) and deferred contingent consideration payable in 2017 based on F&B’s financial results
for calendar years 2015 and 2016.
The contingent consideration
will be satisfied, at the Company’s option, through the payment of cash or the issuance to Seller of shares of the Company’s
Class A subordinated voting stock, no par value (the “Contingent Shares”) in one or more transactions exempt from the
registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2)
of the Securities Act and Rule 506 of Regulation D thereunder. Such issuance(s) of shares do not involve any public offering or
general solicitation.
The number of Contingent
Shares to be issued to Seller will be determined by certain formulas set forth in the Purchase Agreement. The Company has agreed
to register the Closing Shares for resale under the Securities Act, following an initial lock-up period until the Company has publicly
released its financial results for the period ending June 30, 2016. The Company has also agreed to register any Contingent Shares
for resale under the Securities Act.
In connection with
the Transaction, certain key executives of F&B and its subsidiaries have agreed to new employment agreements.
The foregoing description
of the Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase
Agreement, which will be filed as an exhibit to the Company’s Current Report on Form 8-K upon the closing of the Transaction.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set
forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
At the closing of the Transaction,
the Company expects to issue 1,900,000 Closing Shares. The ultimate number of Contingent Shares to be issued pursuant to the Purchase
Agreement is not yet determinable. No commissions are expected to be paid by the Company to any person in connection with the
issuance or sale of any shares.
Item 7.01 Regulation FD Disclosure.
On June 29, 2016, the
Company issued a press release announcing the Transaction. A copy of the Company’s press release is attached hereto as Exhibit
99.1.
The foregoing information
(including the exhibits hereto) is being furnished under “Item 7.01. Regulation FD Disclosure.” Such information (including
the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly
set forth by specific reference in such filing.
The foregoing information
and the exhibits hereto contain forward-looking statements within the meaning of the federal securities laws. These statements
are based on present expectations, and are subject to the limitations listed therein and in the Company's other SEC reports, including
that actual events or results may differ materially from those in the forward-looking statements.
Item 9.01. Financial Statements and
Exhibits.
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99.1
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Press release dated June 29, 2016.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this
report to be signed by the undersigned hereunto duly authorized.
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Date: June 29, 2016
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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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