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 15, 2020
MDC PARTNERS INC.
(Exact name of registrant as specified in its charter)
|
Canada
(Jurisdiction of Incorporation) |
001-13718 (Commission File Number) |
98-0364441
(IRS Employer Identification No.) |
330 Hudson Street, 10th Floor, New
York, NY 10013
(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:
| ¨ | 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)) |
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Class A Subordinate Voting Shares, no par value | MDCA | NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
On July 15, 2020, MDC Partners Inc. (the “Company”) issued a press release announcing that the Special Committee of its Board of Directors, formed to evaluate a proposed business combination between the Company and Stagwell Media LP, has retained independent financial and legal advisors.
A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| 99.1 | Press Release, dated July 15, 2020, “MDC Partners Special Committee Retains Independent Advisors” |
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 15, 2020 |
MDC Partners Inc. |
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| By: |
/s/ Jonathan Mirsky
Jonathan B. Mirsky
|
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Exhibit 99.1
MDC Partners Special Committee Retains Independent Advisors
Committee Engages Moelis & Company LLC and DLA Piper LLP (US) to Assist in Evaluating Potential Business Combination with Stagwell
NEW YORK, NEW YORK (July 15, 2020) – MDC Partners Inc. (the “Company”) (NASDAQ: MDCA) today announced that the Special Committee formed by its Board of Directors has retained Moelis & Company LLC and DLA Piper LLP (US) as its independent financial and legal advisors, respectively.
As previously announced, the Special Committee, chaired by Lead Independent Director Irwin Simon, was formed to evaluate a preliminary, non-binding proposal made by Stagwell Media LP (“Stagwell”) with respect to a potential business combination between the Company and Stagwell (the “Potential Transaction”). The committee consists of Mr. Simon and other independent members of the Company’s Board of Directors.
“We will act in the best interests of the Company and our shareholders as we evaluate the Potential Transaction, as well as any alternatives that may become available to the Company, and are pleased to have enlisted the experience and expertise of independent advisors Moelis & Company and DLA Piper in that process,” said Mr. Simon.
No assurances can be given regarding the likelihood, terms and details of any proposal or Potential Transaction, that any proposal made by Stagwell regarding a Potential Transaction will be accepted by the Special Committee, that definitive documentation relating to any such Potential Transaction will be executed or that any Potential Transaction, or other business combination, will be completed.
Forward Looking Statements
Certain statements in this announcement, including statements regarding a Potential Transaction, are “forward-looking statements” that are subject to risks and uncertainties. These risks and uncertainties include, but are not limited to, the impact of the announcement of the formation of the special committee and review of a Potential Transaction on the Company’s business, whether any Potential Transaction will occur, and/or the ability to implement any Potential Transaction or other transaction. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement, including the risks identified in our filings with the U.S. Securities and Exchange Commission.
About MDC Partners Inc.
MDC Partners is one of the most influential marketing and communications networks in the world. As “The Place Where Great Talent Lives,” MDC Partners is celebrated for its innovative advertising, public relations, branding, digital, social and event marketing agency partners, which are responsible for some of the most memorable and effective campaigns for the world’s most respected brands. By leveraging technology, data analytics, insights and strategic consulting solutions, MDC Partners drives creative excellence, business growth and measurable return on marketing investment for over 1,700 clients worldwide. For more information about MDC Partners and its partner firms, visit our website at mdc-partners.com and follow us on Twitter at twitter.com/mdcpartners.