MDC Partners Inc. (the “Issuer“) announced today that the amendments and waivers set out in the third supplemental indenture dated February 8, 2021 (the “Third Supplemental Indenture“) in respect of its its 7.500% Senior Notes due 2024, CUSIP C5429X AJ5 (Regulation S) and 552697 AQ7 (Rule 144A) (the “Notes“) are operative with immediate effect.
The Issuer solicited consents from holders of the Notes to certain proposed amendments and waivers (the “Proposed Amendments and Waivers“) to the indenture dated March 23, 2016 (as supplemental or amended from time to time, the “Indenture“) described in the consent solicitation statement dated January 21, 2021 previously provided by the Issuer to the holders of the Notes (“Holders“). On February 8, 2021, the Proposed Amendments and Waivers became effective, but not operative, by way of the Third Supplemental Indenture.
Pursuant to the Third Supplemental Indenture, the Proposed Amendments and Waivers will become operative and the terms of the Indenture shall be waived, amended, supplemented, modified or deleted in accordance therewith at such time (the “Operative Time“) as the Issuer makes an announcement via press release and sends a notice via DTC informing Holders and the trustee under the Indenture that the Proposed Amendments and Waivers are operative and indicating when the closing of the proposed transaction with Stagwell Media LP described therein (the “Proposed Transaction“) is expected to occur.
The Company hereby gives notice that the Proposed Amendments and Waivers are operative. The closing of the Proposed Transaction is expected to occur on August 2, 2021.
Prior to the Operative Time, the Issuer has delivered an irrevocable notice of redemption of the Notes. Accordingly, the conditions described in the consent solicitation statement in respect of the Proposed Amendments and Waivers dated January 21, 2021 to the payment of the Operative Time Payment (as defined therein) have not been fulfilled and such payment is not expected to be made.
None of the documents referred to herein have been filed with, or reviewed or approved by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy thereof, and it is unlawful and may be a criminal offense to make any representation to the contrary.
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