Attached files
| file | filename |
|---|---|
| EX-1.1 - Stagwell Inc | v185158_ex1-1.htm |
| EX-4.1 - Stagwell Inc | v185158_ex4-1.htm |
| EX-99.1 - Stagwell Inc | v185158_ex99-1.htm |
| EX-10.1 - Stagwell Inc | v185158_ex10-1.htm |
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) — May 14, 2010 (May 11, 2010)
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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
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o
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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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o
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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.
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Entry Into a Material Definitive
Agreement.
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Purchase
Agreement
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On May 11, 2010, MDC Partners Inc.
(“MDC” or the “Company”) and its wholly-owned subsidiaries, as guarantors (the
“Guarantors”), entered into a Purchase Agreement (the “Purchase Agreement”) with
certain initial purchasers named therein (the “Initial Purchasers”), relating to
the issuance and sale by MDC of $65 million aggregate principal amount of its
11% Senior Notes due 2016 (the “New Notes”), jointly, severally and
unconditionally guaranteed on a senior unsecured basis by the
Guarantors. The New Notes were sold to the Initial Purchasers at a
premium to par at an issue price of 104%, resulting in a yield-to-maturity of
approximately 10%. The New Notes are a follow-on issue (the
“Follow-on Offering”) to the Company’s 11% senior unsecured notes due 2016
issued on October 23, 2009 (the “Existing Notes”). The New Notes were
sold in a private placement in reliance on exemptions from registration under
the Securities Act of 1933, as amended (the “Securities Act”).
The Company will use the net proceeds
of the Follow-on Offering to repay the outstanding balance under its senior
secured credit facility maturing on October 23, 2014 in full and for general
corporate purposes, including acquisitions.
The Purchase Agreement includes
customary representations, warranties and covenants by MDC. Under the
terms of the Purchase Agreement, MDC is required to indemnify the Initial
Purchasers against certain liabilities. The Initial Purchasers and
their affiliates have, from time to time, performed, and may in the future
perform, various financial advisory and investment banking services for MDC and
its affiliates, for which they received or will receive customary fees and
expenses. Affiliates of certain of the Initial Purchasers served as initial
purchasers of the Existing Notes.
Supplemental
Indenture
The New Notes were issued as additional
notes pursuant to a supplement (the “Supplemental Indenture”) to the Indenture,
dated as of October 23, 2009 (the “Indenture”), among MDC, the Guarantors and
The Bank of New York Mellon, as trustee. The Supplemental Indenture provides
that the New Notes are identical in all terms and conditions to the Existing
Notes except as to issue date, the amount of interest payable on the first
interest payment date therefore, the issue price and CUSIP and ISIN
numbers.
Registration
Rights Agreement
On May 14, 2010, MDC entered into an
Exchange and Registration Rights Agreement (the “Registration Rights Agreement”)
among MDC, the Guarantors and the Initial Purchasers pursuant to which MDC
agreed, to the extent the New Notes do not become freely transferable without
restriction under the Securities Act, as of the fifth business day following the
one year anniversary of their issuance to (i) use commercially reasonable
efforts to file with the Securities and Exchange Commission a registration
statement relating to an offer to exchange any and all of such New Notes for a
like aggregate principal amount of debt securities and guarantees substantially
identical to the New Notes that are registered under the Securities Act or (ii)
in certain circumstances, register the resale of the New Notes.
If MDC fails to comply with certain of
its obligations under the Registration Rights Agreement (each, a “Registration
Default”), then, as liquidated damages for such Registration Default, special
interest, in addition to the base interest rate of the Notes, shall accrue on
all registrable securities then outstanding at a per annum rate of 0.25% for the
first 90 days following such Registration Default, at a per annum rate of 0.50%
for the second 90 days following such Registration Default, at a per annum rate
of 0.75% for the third 90 days following such Registration Default and at a per
annum rate of 1.0% thereafter for the remaining period of such Registration
Default. Other than the Company’s obligation to pay special interest,
it will not have any liability for damages with respect to a Registration
Default on any registrable securities.
2
The foregoing descriptions of the
Purchase Agreement, the Supplemental Indenture and the Registration Rights
Agreement do not purport to be complete and are qualified in their entirety by
reference to the full text of the agreements, which are filed hereto as Exhibits
1.1, 4.1 and 10.1,
respectively, to this Current Report on Form 8-K and incorporated herein
by
reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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The
information set forth above under Item 1.01 of this Current Report on Form
8-K is incorporated by reference into this Item
2.03.
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Item
8.01.
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Other
Events.
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Senior
Notes Offering
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On May 11, 2010, MDC issued a press
release announcing the pricing of the New Notes. A copy of the
Company’s press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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1.1
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Purchase
Agreement, dated as of May 11, 2010, among the Company, the Note
Guarantors and Goldman, Sachs & Co., as representative of the initial
purchasers named therein.
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4.1
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First
Supplemental Indenture, dated as of May 14, 2010, to the Indenture, dated
as of October 23, 2009, among the Company, the Note Guarantors and The
Bank of New York Mellon, as trustee, including the form of 11% Senior
Notes due 2016.
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10.1
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Exchange
and Registration Rights Agreement, dated as of May 14, 2010, among the
Company, the Note Guarantors and Goldman, Sachs & Co., as
representative of the initial purchasers named
therein.
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99.1
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Text
of press release issued by the Company on May 11, 2010, regarding the
pricing of the New Notes.
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3
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: May
14, 2010
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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,
General
Counsel & Corporate Secretary
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