UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Item 1.01 Entry into a Material Definitive Agreement.
On May 9, 2023, Stagwell Inc., a Delaware corporation (the “Company”) entered into an agreement (the “Stock Repurchase Agreement”) with certain affiliates of AlpInvest Partners B.V. (“AlpInvest”) to repurchase approximately 23,328,154 shares of the Company’s Class A common stock, par value $0.001 (“Common Stock”), for $6.43 per share in a privately negotiated transaction. The aggregate purchase price is $150 million. The Stock Repurchase Agreement contains customary representations, warranties and covenants of the parties for a transaction of this nature. The transaction is expected to close as soon as possible, provided, however, that if the transaction has not closed by May 31, 2023, either party may terminate with no further liability or obligation.
The repurchase of the shares of Common Stock from AlpInvest pursuant to the Stock Repurchase Agreement is separate and apart from, and will not reduce the Company’s previously announced stock repurchase program which was extended on March 1, 2023. The Company will repurchase the shares using cash flow and borrowings under its senior secured revolving credit facility.
The foregoing summary of the Stock Repurchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Stock Repurchase Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Stock Repurchase Agreement, dated May 9, 2023, between Stagwell, Inc. and the entities listed on Schedule I thereto. | |
| 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: May 9, 2023
| STAGWELL INC. | ||
| By: | /s/ Peter McElligott | |
| Peter McElligott | ||
| General Counsel | ||