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 of earliest event reported): January 13, 2021
MDC PARTNERS INC.
(Exact name of Registrant as Specified in Its Charter)
| Canada | 001-13718 | 98-0364441 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
One World Trade Center, Floor 65, New York, NY 10007
(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 1.01 | Entry Into a Material Definitive Agreement. |
On January 13, 2021, MDC Partners Inc. (the “Company”) entered into a second supplemental indenture (the “Second Supplemental Indenture”) among the Company, the note guarantors party thereto (the “Note Guarantors”) and The Bank of New York Mellon, as trustee (the “Trustee”), which amends and supplements the indenture, dated as of March 23, 2016, (the “Original Indenture”) among the Company, the Note Guarantors and the Trustee providing for the issuance of 6.500% Senior Notes due 2024 of the Company (the “Notes”), as supplemented by a first supplemental indenture, dated as of September 16, 2020 (the “First Supplemental Indenture,” and together with the Original Indenture, the “Indenture”).
The Second Supplemental Indenture amends the terms of the Indenture and the Notes by increasing the rate of interest payable in respect of the Notes from 6.500% to 7.500% with effect from December 21, 2020 on the terms described in the Second Supplemental Indenture.
The foregoing description of the Second Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Supplemental Indenture, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, and the terms of which are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. |
The information set forth above under Item 1.01 is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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: January 13, 2021
| | | | | MDC Partners Inc. |
| | | | |
| | | | |
| | | | | By: | | /s/ David Ross |
| | | | | | | David Ross |
| | | | | | | Executive Vice President and General Counsel |
