UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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Explanatory Note
This Amendment No. 2 to Current Report on Form 8-K/A (this “Second Amendment”) is being filed by Stagwell Inc., a Delaware Corporation (the “Company”), to amend its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 2, 2021 (as amended by Amendment No. 1 to Current Report on Form 8-K/A of the Company filed with the SEC on September 16, 2021, the “Original 8-K”), in connection with the consummation on August 2, 2021 of the transactions contemplated by that certain Transaction Agreement, dated as of December 21, 2020, as amended on June 4, 2021 and July 8, 2021 (the “Transaction Agreement”), by and among certain subsidiaries of Stagwell Media LP, MDC Partners Inc., New MDC LLC and Midas Merger Sub 1 LLC (the transactions contemplated by the Transaction Agreement, the “Transactions”).
The Company is filing this Second Amendment solely to provide certain financial statements and pro forma financial information referred to in Item 9.01 below, which were excluded from the Original 8-K in reliance on the instructions to such item. Except for the foregoing, this Second Amendment does not modify or update any other disclosure contained in the Original 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The unaudited condensed consolidated balance sheets of Stagwell Marketing Group LLC as of June 30, 2021, the unaudited condensed consolidated statements of operations and comprehensive income (loss) and changes in equity of Stagwell Marketing Group LLC for the three and six months ended June 30, 2021 and 2020, the unaudited condensed consolidated statements of cash flows of Stagwell Marketing Group LLC for the six months ended June 30, 2021 and 2020 and the notes related thereto are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
The audited consolidated balance sheets of Stagwell Marketing Group LLC as of December 31, 2020 and 2019, and the audited consolidated statements of operations, comprehensive income, changes in equity and cash flows of Stagwell Marketing Group LLC for each of the three years ended December 31, 2020, 2019 and 2018, and the notes related thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma condensed combined balance sheet of Stagwell Inc. and Stagwell Marketing Group LLC as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations of Stagwell Inc. and Stagwell Marketing Group LLC for the year ended December 31, 2020 and the six months ended June 30, 2021 are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
(d) Exhibits.
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: October 12, 2021
| STAGWELL INC. | ||||
| By: | /s/ Frank Lanuto | |||
| Frank Lanuto | ||||
| Chief Financial Officer | ||||