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 Earliest Event reported) — December 6, 2010 (November 30,
2010)
MDC
PARTNERS INC.
(Exact
name of registrant as specified in its charter)
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Canada
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001-13718
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98-0364441
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(Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
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o
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Pre−commencement
communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR
240.14d−2(b))
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o
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Pre−commencement
communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR
240.13e− 4(c))
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Item
1.01. Entry Into a Material Definitive Agreement.
The
information set forth below under Item 2.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 1.01.
Item
2.01 Completion of Acquisition or Disposition of Assets.
On
November 30, 2010, MDC Partners Inc. (“MDC” or the “Company”) acquired a
majority equity interest in each of Kenna Communications LP, an Ontario
limited partnership (“Kenna”), and Capital C Partners LP, an Ontario limited
partnership (“Capital C”). The aggregate purchase price was equal to
CDN $27,000,000 paid to Newport Partners Holdings LP (“Newport”), plus
contingent payments due to the management equityholders based on future
financial performance. Kenna and Capital C were formerly operated by
Capital C Communications LP and owned 67.13% by Newport and the remainder by
management. Immediately prior to the transaction, the businesses were
demerged into Kenna and Capital C, respectively. Management retained
ownership of the remaining limited partnership interests in each business
following the transaction. In addition, MDC has a priority return on
profits from each new limited partnership, and call rights with respect to
the remaining partnership interests in each of Kenna and Capital C that could
ultimately increase MDC’s economic ownership to 100%.
The Kenna
acquisition was consummated pursuant to contemporaneous Limited Partnership Unit
Purchase Agreements among MDC, Newport, Glenn Chilton and Paul Quigley.
The
Capital C acquisition was consummated pursuant to contemporaneous Limited
Partnership Unit Purchase Agreements among MDC, Newport, Tony Chapman and
Victoria Calverley. Copies of these purchase agreements will be filed
as exhibits to MDC’s Form 10-K for the period ending December 31,
2010.
Press
releases announcing the respective Kenna and Capital C acquisitions are
accessible on MDC’s website
(www.mdc-partners.com). The information found on, or otherwise accessible
through, MDC’s website is not
incorporated into, and does not form a part of this Current Report on Form
8-K.
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Item
9.01 Financial Statements and Exhibits.
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(a)
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Financial
Statements of businesses acquired.
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Audited
financial statements of Capital C Communications LP (consolidated predecessor
entity) will be filed as an amendment to this Form 8-K within the time period
and to the extent required by applicable SEC rules.
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(b)
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Pro
forma financial information.
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Unaudited
pro forma consolidated financial statements of the Company and subsidiaries as
of and for the nine months ended September 30, 2010 and for the year ended
December 31, 2009, and the related notes thereto, will be furnished as an
amendment to this Form 8-K within the time period required by applicable SEC
rules.
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(c)
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Not
applicable.
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(d)
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Exhibits.
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None.
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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: December
6, 2010
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MDC
Partners Inc.
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By:
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/s/ David C. Ross
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David
C. Ross
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Associate
General Counsel &
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Assistant
Secretary
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