8-K

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) March 18, 2016

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.)

745 Fifth Avenue, 19th Floor, New York, New York 10151

(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))

Item 8.01. Other Events.

On March 18, 2016, MDC Partners Inc. (the “Company”) announced that it has priced its private placement of $900 million aggregate principal amount of 6.50% senior notes due 2024 (the “Notes”). The offering was upsized from the previously announced $800 million aggregate principal amount. The Notes will be issued at a price equal to 100.00% of their principal amount. Net proceeds received from this offering will be approximately $880.1 million. The Company intends to use the net proceeds of this offering to redeem all $735.0 million aggregate principal amount of its outstanding 6.75% Senior Notes due 2020, to pay accrued interest, related premiums, fees and expenses, and to repay outstanding borrowings, if any, under its amended and restated senior secured revolving credit facility. Any remaining proceeds will be used for general corporate purposes, including funding of deferred acquisition consideration. The closing of the offering is expected to occur on March 23, 2016, subject to customary closing conditions. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) and therefore may not be offered or sold within the United States or to U.S. persons, except to “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act. You are hereby notified that sellers of the Notes and related guarantees may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A under the Securities Act. This announcement does not constitute an offer to sell or the solicitation of an offer to buy the Notes and related guarantees in any jurisdiction in which such an offer or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibit

99.1 Text of press release issued by MDC Partners Inc. on March 18, 2016, regarding the pricing of the Notes.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: March 18, 2016

MDC Partners Inc.
By:	/s/ Mitchell Gendel
	Name: Mitchell Gendel
	Title: General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

 

PRESS RELEASE

FOR: MDC Partners Inc. 745 Fifth Avenue, 19th Floor New York, NY 10151 CONTACT: Matt Chesler. CFA VP, Investor Relations 646-412-6877 mchesler@mdc-partners.com

MDC Partners Inc. Announces Pricing of Upsized $900 Million of 6.50% Senior Notes due 2024

New York, NY, March 18, 2016 (NASDAQ: MDCA) – MDC Partners Inc. (“MDC Partners” or the “Company”) today announced that it has priced its private offering of $900 million aggregate principal amount of 6.50% senior unsecured notes due 2024 (the “Notes”). The offering was upsized from the previously announced $800 million aggregate principal amount. Net proceeds received from this offering will be approximately $880.1 million. MDC Partners plans to use the net proceeds of the offering to redeem all $735.0 million aggregate principal amount of its outstanding 6.75% Senior Notes due 2020, to pay accrued interest, related premiums, fees and expenses, and to repay outstanding borrowings, if any, under its amended and restated senior secured revolving credit facility. Any remaining proceeds will be used for general corporate purposes, including funding of deferred acquisition consideration.

The Notes and related guarantees will be offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act and, therefore, may not be offered or sold in the United States absent an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release does not constitute an offer to sell, or a solicitation of an offer to sell or buy any securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About MDC Partners Inc.

MDC Partners is one of the fastest-growing and most influential marketing and communications networks in the world. Its 50+ advertising, public relations, branding, digital, social and event marketing agencies are responsible for some of the most memorable and engaging campaigns for the world's most respected brands. As “The Place Where Great Talent Lives,” MDC Partners is known for its unique partnership model, empowering the most entrepreneurial and innovative talent to drive competitive advantage and business growth for clients. By leveraging technology, data analytics, insights, and strategic consulting solutions, MDC Partners drives measurable results and optimizes return on marketing investment for over 1,700 clients worldwide.

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This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties which may cause the actual results or objectives to be materially different from those expressed or implied by such forward-looking statements. Such risk factors include, among other things, the Company’s financial performance; risks associated with the U.S. Securities and Exchange Commission’s (“SEC”) ongoing investigation of the Company; risks associated with the effects of economic downturns; the highly competitive nature of the Company’s industry and its ability to attract and retain key clients; ongoing compliance with debt agreements and the Company’s ability to satisfy contingent payment obligations when due; and other risk factors set forth in the Company’s Form 10-K for its fiscal year ended December 31, 2015 and subsequent SEC filings.