MDC Partners Inc. filed SEC Form 8-K: Creation of a Direct Financial Obligation, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
On August 30, 2021, Midas OpCo Holdings LLC (the “Issuer”), a subsidiary of Stagwell Inc. (the “Company”), completed its offering of an additional $100 million of the Issuer’s 5.625% senior unsecured notes due 2029 (the “New Notes”). The New Notes were issued pursuant to an indenture, dated as of August 20, 2021 (the “Indenture”), among the Issuer, each of the Company’s subsidiaries signatory thereto, as guarantors (the “Guarantors”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), under which the Issuer previously issued $1 billion in aggregate principal amount of its 5.625% senior unsecured notes due 2029 on August 20, 2021 (the “Original Notes”). The New Notes are an additional issuance of the Original Notes under the Indenture and will be treated as a single series with the Original Notes for all purposes under the Indenture. The description of the Indenture included in Item 1.01 of the Company’s Current Report on Form 8-K filed on August 20, 2021 is incorporated herein by reference.
The full text of the Indenture, which is filed hereto as Exhibit 4.1, is incorporated herein by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth above under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 8.01 | Other Items |
On August 30, 2021, the Company issued a press release announcing that the Issuer had completed its offering of the New Notes to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 4.1 | Indenture, dated as of August 20, 2021, among the Issuer, the Guarantors and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 25, 2021) |
| 4.2 | Form of 5.625% Senior Note due 2029 (included in Exhibit 4.1) |
| 99.1 | Press release of Stagwell Inc., dated August 30, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: August 30, 2021
| STAGWELL INC. | ||
| By: | /s/ Frank Lanuto | |
| Frank Lanuto | ||
| Chief Financial Officer | ||