NEW YORK, July 26, 2021 /CNW/ -- 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.
About the Issuer
MDC Partners Inc. is one of the most influential marketing and
communications networks in the world. As "The Place Where Great
Talent Lives," MDC Partners Inc. is celebrated for its innovative
advertising, public relations, branding, digital, social and event
marketing agency partners, which are responsible for some of the
most memorable and effective campaigns for the world's most
respected brands. By leveraging technology, data analytics,
insights and strategic consulting solutions, MDC Partners Inc.
drives creative excellence, business growth and measurable return
on marketing investment for over 1,700 clients worldwide. For more
information about MDC Partners Inc. and its partner firms, visit
our website at www.mdc-partners.com, sign up for investor-related
updates and alerts, and follow us on LinkedIn .
Cautionary Statement Regarding Forward-Looking
Statements
This communication may contain certain forward-looking
statements (collectively, "forward-looking statements")
within the meaning of Section 27A of the U.S. Securities Act of
1933, as amended and Section 21E of the U.S. Exchange Act and the
United States Private Securities Litigation Reform Act of 1995, as
amended, and "forward-looking information" under applicable
Canadian securities laws. Statements in this document that are not
historical facts, including statements about the Issuer's or
Stagwell's beliefs and expectations and recent business and
economic trends, constitute forward-looking statements. Words such
as "estimate," "project," "target," "predict," "believe," "expect,"
"anticipate," "potential," "create," "intend," "could," "should,"
"would," "may," "foresee," "plan," "will," "guidance," "look,"
"outlook," "future," "assume," "forecast," "focus," "continue," or
the negative of such terms or other variations thereof and terms of
similar substance used in connection with any discussion of current
plans, estimates and projections are subject to change based on a
number of factors, including those outlined in this section. Such
forward-looking statements may include, but are not limited to,
statements related to: future financial performance and the future
prospects of the respective businesses and operations of the
Issuer, Stagwell and the combined company; information concerning
the Proposed Transaction; the anticipated benefits of the Proposed
Transaction; the likelihood of the Proposed Transaction being
completed; the anticipated outcome of the Proposed Transaction; the
tax impact of the Proposed Transaction on the Issuer and
shareholders of the Issuer; the timing of the shareholder meeting
to approve the Proposed Transaction; the shareholder approvals
required for the Proposed Transaction; regulatory and stock
exchange approval of the Proposed Transaction; and the timing of
the implementation of the Proposed Transaction. A number of
important factors could cause actual results to differ materially
from those contained in any forward-looking statement, including
the risks identified in our filings with the Securities and
Exchange Commission (the "SEC").
These forward-looking statements are subject to various risks
and uncertainties, many of which are outside the Issuer's control.
Important factors that could cause actual results and expectations
to differ materially from those indicated by such forward-looking
statements include, without limitation, the risks and uncertainties
set forth under the section entitled "Risk Factors" in the
registration statement on Form S-4 filed on February 8, 2021, and as amended on March 29, 2021, April 21,
2021 and April 30, 2021 (the
"Form S-4"), under the section entitled "Risk Factors" in the proxy
statement/prospectus on Form 424B3 filed on May 10, 2021, as amended by the supplement to the
proxy statement/prospectus on Form 8-K filed on July 12, 2021 (together with the Form S-4, the
"Proxy Statement/Prospectus"), under the caption "Risk Factors" in
the Issuer's Annual Report on Form 10-K for the year-ended
December 31, 2020 under Item 1A and
under the caption "Risk Factors" in the Issuer's Quarterly Report
on Form 10-Q for the quarter-ended March 31,
2021 under Item 1A. These and other risk factors include,
but are not limited to, the following:
- an inability to realize expected benefits of the Proposed
Transaction or the occurrence of difficulties in connection with
the Proposed Transaction;
- adverse tax consequences in connection with the Proposed
Transaction for the Issuer, its operations and its shareholders,
that may differ from the expectations of the Issuer or Stagwell,
including that future changes in tax law, potential increases to
corporate tax rates in the United
States and disagreements with the tax authorities on the
Issuer's determination of value and computations of its tax
attributes may result in increased tax costs;
- the occurrence of material Canadian federal income tax
(including material "emigration tax") as a result of the Proposed
Transaction;
- the impact of uncertainty associated with the Proposed
Transaction on the Issuer's and Stagwell's respective
businesses;
- direct or indirect costs associated with the Proposed
Transaction, which could be greater than expected;
- the risk that a condition to completion of the Proposed
Transaction may not be satisfied and the Proposed Transaction may
not be completed; and
- the risk of parties challenging the Proposed Transaction or the
impact of the Proposed Transaction on the Issuer's debt
arrangements.
You can obtain copies of the Issuer's filings under its profile
on SEDAR at www.sedar.com, its profile on the SEC's website at
www.sec.gov or its website at www.mdc-partners.com. The Issuer does
not undertake any obligation to update any forward-looking
statements as a result of new information, future developments or
otherwise, except as expressly required by law. All forward-looking
statements in this communication are qualified in their entirety by
this cautionary statement.
Additional Information and Where to Find It
In connection with the Proposed Transaction, the Issuer and New
MDC LLC ("New MDC") have filed with the SEC the Proxy
Statement/Prospectus. This communication is not a substitute
for the Proxy Statement/Prospectus or any other document the Issuer
may file with the SEC in connection with the Proposed
Transaction.
INVESTORS AND SECURITYHOLDERS OF THE ISSUER ARE URGED TO READ
CAREFULLY THE PROXY STATEMENT/PROSPECTUS, REGARDING THE PROPOSED
TRANSACTION IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY DOCUMENTS WHICH ARE INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may
obtain, free of charge, copies of the Proxy Statement/Prospectus,
and other relevant documents filed by the Issuer or New MDC with
the SEC, at the SEC's website at www.sec.gov. In addition,
investors and securityholders are able to obtain free copies of the
Proxy Statement/Prospectus and other relevant documents filed by
the Issuer or New MDC with the SEC and from the Issuer's website at
http://www.mdc-partners.com.
The URLs in this announcement are intended to be inactive
textual references only. They are not intended to be active
hyperlinks to websites. The information on such websites, even if
it might be accessible through a hyperlink resulting from the URLs
or referenced herein, is not and shall not be deemed to be
incorporated into this announcement. No assurance or representation
is given as to the suitability or reliability for any purpose
whatsoever of any information on such websites.
No Offer or Solicitation
This communication does not constitute an offer to buy or
exchange, or the solicitation of an offer to sell or exchange, any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. This communication is not
a substitute for any prospectus, proxy statement or any other
document that the Issuer or New MDC may file with the SEC in
connection with the Proposed Transaction. No money, securities or
other consideration is being solicited, and, if sent in response to
the information contained herein, will not be accepted.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of the U.S. Securities Act of
1933, as amended. The Proposed Transaction and distribution of this
document may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information
referred to herein should inform themselves about and observe any
such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdiction. No offering of securities will be made
directly or indirectly, in or into any jurisdiction where to do so
would be inconsistent with the laws of such jurisdiction.
Participants in the Solicitation
The Issuer, New MDC and their respective directors and executive
officers and other members of management and employees, may be
deemed to be participants in the solicitation of proxies from the
Issuer's shareholders with respect to the approvals required to
complete the Proposed Transaction. More detailed information
regarding the identity of these potential participants, and any
direct or indirect interests they may have in the Proposed
Transaction, by security holdings or otherwise, is set forth in the
Proxy Statement/Prospectus filed with the SEC. Information
regarding the Issuer's directors and executive officers is set
forth in the definitive proxy statement on Schedule 14A filed by
the Issuer with the SEC on May 10,
2021 and in the Annual Report on Form 10-K filed by the
Issuer with the SEC on March 16,
2021, as amended on April 27,
2021 and in the Quarterly Report on Form 10-Q filed by the
issuer with the SEC on May 10,
2021. Additional information regarding the interests of
participants in the solicitation of proxies in respect of the
Special Meeting is included in the Proxy Statement/Prospectus filed
with the SEC. These documents are available to the
shareholders of the Issuer free of charge from the SEC's website at
www.sec.gov and from the Issuer's website at
www.mdc-partners.com.
You must not construe the contents of this document as legal,
tax, regulatory, financial, accounting or other advice, and you are
urged to consult with your own advisors with respect to legal, tax,
regulatory, financial, accounting and other consequences of the
Proposed Transaction, the suitability of the Proposed Transaction
for you and other relevant matters concerning the Proposed
Transaction.
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SOURCE MDC Partners Inc.