Current Report Filing (8-k)
July 01 2016 - 7:12AM
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)
— July 1, 2016 (July 1, 2016)
MDC PARTNERS INC.
(Exact name of registrant as specified in its
charter)
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Canada
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001-13718
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98-0364441
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(Jurisdiction of Incorporation)
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(Commission File Number)
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(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 2.01 Completion of Acquisition or Disposition of Assets.
On July 1, 2016, MDC Partners
Inc. (the “Company”) and MDC Partners UK Holdings Limited, a wholly-owned subsidiary of the Company (“Purchaser”),
completed its previously-announced acquisition from Forsman & Bodenfors ekonomisk förening (“Seller”) of 100%
of the shares of Forsman & Bodenfors AB, an advertising agency organized under the laws of Sweden (“F&B”) (the
“Transaction”). The Transaction was consummated pursuant to that certain Share Sale and Purchase Agreement, dated June
27, 2016 (the “Purchase Agreement”), by and among the Company, Purchaser and Seller.
Concurrently with
the closing of the Transaction, MDC made an initial payment to Seller of 1,900,000 shares of the Company’s Class
A subordinate voting stock, no par value (the “Closing Shares”). Additional deferred contingent consideration is
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”). The Closing Shares and any Contingent Shares shall be issued 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 is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Financial
Statements of the business acquired.
Audited financial statements of F&B will
be filed as an amendment to this Form 8-K within the time period and to the extent required by applicable SEC rules.
(b) Pro forma
financial information.
Unaudited pro forma consolidated financial
statements of the Company and subsidiaries as of and for the six months ended June 30, 2016 and for the year ended December 31,
2015, and the related notes thereto, will be furnished as an amendment to this Form 8-K within the time period required by applicable
SEC rules.
(c) Not applicable.
(d) Exhibits.
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2.1
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Share Sale and Purchase Agreement dated June 27, 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: July 1, 2016
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MDC Partners Inc.
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By:
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/s/ Mitchell
Gendel
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Mitchell Gendel
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General Counsel & Corporate Secretary
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