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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): August 25, 2021

 

 

STAGWELL INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware   001-13718   86-1390679
(State or Other Jurisdiction
of Incorporation)
 
  (Commission
File Number)  
  (I.R.S. Employer
Identification No.)
 

 

One World Trade Center, Floor 65, New York, NY 10007

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol(s) Name of each exchange on which registered
Class A Subordinate Voting Shares, $0.001 par value STGW NASDAQ

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 8.01 Other Items

 

On August 25, 2021, Stagwell Inc. issued a press release announcing a proposed offering by its subsidiary, Midas OpCo Holdings LLC (the “Issuer”), of an additional $50 million of the Issuer’s 5.625% senior unsecured notes due 2029 (the “New Notes”). The Issuer previously issued $1 billion of its 5.625% senior unsecured notes due 2029 on August 20, 2021 (the “Original Notes”). The New Notes will be issued under the indenture governing the Original Notes and will be treated as a single series with the Original Notes for all purposes under the indenture. The New Notes have not, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The New Notes may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press release of Stagwell Inc., dated August 25, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

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

 

Date: August 25, 2021

 

  STAGWELL INC.  
     
  By: /s/ Frank Lanuto
    Frank Lanuto
    Chief Financial Officer

 

 

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