MDC PARTNERS INC. (NASDAQ:MDCA) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities.
On April 2, 2018, MDC Acquisition Inc. (“Purchaser”), a wholly-owned subsidiary of MDC Partners Inc. (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Instrument Holdings Inc. (“Seller”), to which Purchaser purchased from Seller 51% of the membership interests of Instrument LLC, a digital creative agency based in Portland, Oregon (the “Transaction”).
The purchase price for the Transaction was paid in full at closing, consisting of a cash payment and issuance by the Company of 1,011,561 shares of the Company’s Class A subordinate voting stock (the “Shares”). The Company issued the Shares in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to Section 4(a)(2) of the Securities Act. Such issuance did not involve any public offering or general solicitation, nor were any commissions paid by the Company to any person in connection thereto.
Item 7.01 Regulation FD Disclosure.
On April 2, 2018, 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 exhibit hereto) is being furnished under “Item 7.01. Regulation FD Disclosure.” Such information (including the exhibit 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 exhibit 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.
(d) Exhibits.
| 99.1 | Press release dated April 2, 2018. |
MDC PARTNERS INC ExhibitEX-99.1 2 tv489939_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 FOR: MDC Partners Inc. 745 Fifth Avenue,…To view the full exhibit click here
About MDC PARTNERS INC. (NASDAQ:MDCA)
MDC Partners Inc. is a provider of marketing, advertising, activation, communications and strategic consulting solutions. The Company’s segment is Advertising and Communications. It operates through a network of Partner Firms. The Advertising and Communications segment consists of integrated marketing consulting services to Partner Firms that offers advertising, marketing, media, communications solutions, and specialized consumer insights and analytics, including global advertising and marketing services; media buying, planning and optimization; interactive and mobile marketing; direct marketing; public relations; corporate communications; market research; corporate identity and branding services; sales promotion; the design, development, research and implementation of consumer services, and direct marketing services. In addition, certain firms also provide consumer activation services, investor relation services and/or general public insights.
