UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13
of
the
Securities Exchange Act of 1934
Date
of
Report (Date Earliest Event reported) — October 18, 2007 (October
18, 2007)
MDC
PARTNERS INC.
(Exact
name of registrant as specified in its charter)
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Canada
(Jurisdiction
of Incorporation)
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001-13718
(Commission
File Number)
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98-0364441
(IRS
Employer Identification No.)
|
45
Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address
of principal executive offices and zip code)
(416)
960-9000
(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 (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
o Pre−commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d−2(b))
o Pre−commencement
communications pursuant to
Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))
Item
1.01
Entry into a Material Definitive Agreement
On
October 18, 2007, MDC Partners Inc. and a wholly-owned subsidiary (collectively,
the “Company”) entered into a Membership Interest Purchase Agreement with KBP
Management Partners LLC (“Seller”) to acquire an additional 40% equity interest
in KBP Holdings LLC (“KBP”). KBP is the parent company of Kirshenbaum Bond &
Partners LLC and its affiliates. The purchase price paid for this transaction
consisted of a closing payment of $12,233,600,
plus the issuance of 271,336 newly-issued shares of the Company’s Class A
subordinated voting stock valued at $2,925,000. This acquisition of an
additional 40% equity interest represented an accelerated exercise of the
Company’s existing call option that was otherwise exercisable in 2008.
The
Company will also pay an additional purchase price amount to the seller in
2009
and 2010, based upon KBP’s financial performance in 2008 and 2009, and
calculated in accordance with KBP’s existing limited liability company
agreement. In connection with this acquisition, certain of the key executives
of
KBP agreed to extend the terms of their existing employment agreements and
received grants of restricted stock of MDC Partners Inc. valued at $250,000
on
the closing date.
Item
2.01
Completion of Acquisition or Disposition of Assets
The
description of the acquisition is incorporated into this Item 2.01 by
reference. On October 18, 2007, the Company consummated the acquisition
contemplated by the Purchase Agreement, and now owns 100% of the issued and
outstanding equity interests in KBP.
Item
3.02
Unregistered Sales of Equity Securities
The
description of the acquisition is incorporated into this Item 3.02 by
reference. The issuance of 271,366 of the Company’s Class A Shares
pursuant to the acquisition was exempt from the registration requirements of
the
Securities Act of 1933, as amended (the “Securities Act”), pursuant Section 4(2)
of the Securities Act and Rule 506 of Regulation D promulgated thereunder.
Such issuance did not involve a public offering, was made to an accredited
investor (as defined in Regulation) without general solicitation or advertising,
and no underwriting commissions or discounts were paid.
Item
9.01 Financial Statement and
Exhibits
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(c) |
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Exhibits |
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Description
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Exhibit
10.1
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Membership
Interest Purchase Agreement, dated October 18, 2007, by and among
MDC/KBP
Acquisition Inc., KBP Management Partners LLC, MDC Corporate (US),
Inc.,
MDC Partners Inc., and KBP Holdings
LLC.
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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.
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Date:
October 18, 2007
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MDC
Partners Inc.
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By: |
/s/ Mitchell
Gendel |
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Mitchell
Gendel |
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General
Counsel & Corporate
Secretary |