MDC PARTNERS INC. (NASDAQ:MDCA) Files An 8-K Unregistered Sales of Equity Securities
Item3.02
| Unregistered Sales of Equity Securities. |
As reported by MDC Partners Inc. (the Company) on February 15,
2017 in a Current Report on Form 8-K filed with the Securities
and Exchange Commission (the Signing 8-K), the Company entered
into a securities purchase agreement dated February 14, 2017 (as
amended, supplemented or otherwise modified from time to time,
the Purchase Agreement) with Broad Street Principal Investments,
L.L.C. (Broad Street), an affiliate of The Goldman Sachs Group
Inc., and certain of its affiliates that subsequently became
party thereto (together with Broad Street, the Purchasers). to
the Purchase Agreement, the Company agreed to issue and sell
95,000 newly authorized Series 4 convertible preference shares in
the capital of the Company (the Preference Shares) to the
Purchasers for an aggregate purchase price in cash of $95.0
million. The transactions contemplated by the Purchase Agreement
closed on March 7, 2017. The Company sold the Preference Shares
to the Purchasers in a private placement in reliance on the
exemption from the registration requirements of the Securities
Act of 1933, as amended (the Securities Act), provided by
Section4(a)(2) of the Securities Act. The Company relied on this
exemption from registration based in part on representations made
by the Purchasers in the Purchase Agreement.
A description of the terms of conversion of the Preference Shares
is set forth in Item 1.01 of the Signing 8-K and is incorporated
by reference into this Item 3.02.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d)
In connection with the closing of the sale of the Preference
Shares to the Purchasers, effective March 7, 2017, the Company
increased the size of its Board of Directors (the Board) to seven
members and appointed one nominee designated by the Purchasers to
the Board. The Purchasers nominee is Bradley J. Gross, a managing
director of Goldman Sachs. Mr. Gross was not appointed to any
committees of the Board.
Mr. Gross was appointed to the Board to the terms of the Purchase
Agreement. A description of the Purchase Agreement, including the
terms applicable to Mr. Gross appointment and the Purchasers
right to nominate directors for election to the Board, is set
forth in Item 1.01 of the Signing 8-K and is incorporated by
reference into this Item 5.02.
Other than the Purchase Agreement, there are no arrangements or
understandings to which Mr. Gross was appointed to the Board.
Since the beginning of the Companys last fiscal year, there have
been no related-party transactions between the Company and Mr.
Gross that would be reportable under Item 404(a) of Regulation
S-K under the Securities Act.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The rights, preferences and privileges of the Preference Shares
are set forth in the articles of amendment of the Company (the
Articles of Amendment), amending the Companys Articles of
Amalgamation. The Articles of Amendment became effective on March
7, 2017, and were filed by the Company to the Canada Business
Corporations Act. A description of such rights, preferences and
privileges is set forth in Item 1.01 of the Signing 8-K and is
incorporated by reference into this Item 5.03.
The Articles of Amendment are attached hereto as Exhibit 3.1 and
are incorporated herein by reference.
| Item8.01 | Other Events. |
On March 7, 2017, the Company issued a press release announcing
the closing of the sale of the Preference Shares to the
Purchasers. A copy of such press release is attached hereto as
Exhibit 99.1.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 3.1 | Articles of Amendment, dated March 7, 2017. | |
| 99.1 |
Press Release, dated March 7, 2017, announcing the closing of the sale of the Preference Shares to the Purchasers. |
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. MDC PARTNERS INC. (NASDAQ:MDCA) Recent Trading Information
MDC PARTNERS INC. (NASDAQ:MDCA) closed its last trading session up +0.03 at 8.78 with 416,929 shares trading hands.