MDC Partners Inc.
07/27/2021 | Press release | Distributed by Public on 07/27/2021 14:53
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 (Form 8-K)
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03
As a result of the differences between Delaware law and the CBCA, there are differences between the rights of a stockholder of MDC Delaware (as defined below) under Delaware law and the rights of a former holder of MDC Canada (as defined below) common stock under the CBCA. In addition, there are differences between the organizational documents of MDC Delaware and MDC Canada. Information regarding these differences is included in the proxy statement/prospectus filed on Form 424B3 on May 10, 2021 (File No.333-252829) under the heading 'Comparison of Stockholders' Rights' and is incorporated herein by reference.
| Amendments to Articles of Incorporation or Bylaws. |
The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| Other Events. |
Completion of Redomiciliation
On July 27, 2021, MDC Partners Inc. ('MDC Canada'), a corporation continued under the laws of Canada, completed its previously disclosed redomiciliation into a new corporation organized under the laws of the State of Delaware ('MDC Delaware') pursuant to a 'continuance' effected in accordance with Section 188 of the CBCA and a concurrent 'domestication' effected in accordance with Section 388 of the DGCL.
Each MDC Canada Class A Common Share, each MDC Canada Class B Common Share, each MDC Canada Series 4 Convertible Preference Share and each MDC Canada Series 6 Convertible Preference Share, in each case held by a non-dissenting holder, remain outstanding as a MDC Delaware Class A Common Share, a MDC Delaware Class B Common Share, a MDC Delaware Series 4 Preferred Share or an MDC Delaware Series 6 Preferred Share, respectively. The form of certificate of incorporation of MDC Delaware set forth in Annex Q of the Supplement to the definitive proxy statement/prospectus on Form 424B3, filed as Exhibit 99.2 on Form 8-K of MDC Canada on July 12, 2021, was amended to revise the par value of the shares of common stock and preferred stock of MDC Delaware as follows: each MDC Delaware Class A Common Share will have a par value of $0.001, each MDC Delaware Class B Common Share will have a par value of $0.001, each MDC Delaware Class C common Share will have a par value of $0.00001, each MDC Delaware Series 4 Preferred Share will have a par value of $0.001, each MDC Delaware Series 5 Preferred Share will have a par value of $0.001, each MDC Delaware Series 6 Preferred Share will have a par value of $0.001 and each MDC Delaware Series 7 Preferred Share will have a par value of $0.001.
Copies of MDC Delaware's certificate of incorporation and by-laws are attached as Exhibits to this Form 8-K.
| Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Certificate of Incorporation of MDC Delaware, dated July 27, 2021 |
| 3.2 | By-Laws of MDC Delaware, dated July 27, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |