MDC Companions Inc. broadcasts that adjustments and waivers to the Notes are efficient

NEW YORK, July 26, 2021 / PRNewswire / – MDC Partners Inc. (the "Issuer") announced today that the changes and waivers in the third supplemental agreement dated February 8, 2021 (the "Third Party Supplementary Agreement") in respect of its 7.500% Senior Notes due 2024, CUSIP C5429X AJ5 (Regulation S) and 552697 AQ7 (Rule 144A) (the "Notes") are effective immediately.

The Issuer has requested the holders of the Notes to approve certain proposed amendments and waivers (the "Proposed Amendments and Waivers") to the Notes dated March 23, 2016 (as a supplement or changed from time to time, the "Contract"), which is contained in the declaration of consent dated January 21, 2021 previously provided by the Issuer to the holders of the Notes ("Holders"). on February 8, 2021, the proposed changes and waivers by the third supplementary agreement became effective, but not effective.

Pursuant to the Third Supplementary Agreement, the proposed amendments and waivers will come into effect and the terms of the Agreement will be repealed, amended, amended, modified or deleted in accordance therewith at the time (the "Business Time") when the Issuer sends a press release announcement and a notice by DTC notifying the Holder and Trustee under the Agreement that the proposed changes and waivers will be effective and when the proposed transaction with Stagwell Media LP (the "Proposed Transaction") is expected to close as described therein .

The company hereby declares that the proposed changes and waivers are effective. The proposed transaction is expected to close on August 2, 2021.

Before the term, the issuer sent irrevocable notification of the repayment of the bonds. Accordingly, the terms and conditions described in the declaration of consent apply in relation to the proposed changes and waivers dated January 21, 2021 for the payment of the operational time payment (as defined therein) have not been met and such a payment is unlikely to be made.

None of the documents referenced herein have been filed with, reviewed or approved by any state or state securities commissioner or regulatory agency in any country. No authority has disclosed its accuracy or appropriateness, and it is illegal and can be a criminal offense to provide any information to the contrary.

About the issuer

MDC Partners Inc. is one of the most influential marketing and communications networks in the world. MDC Partners Inc. is hailed as "The Place Where Great Talent Lives" for its innovative advertising, PR, branding, digital, social and event marketing agency partners who are responsible for some of the most memorable and effective campaigns in the world are most respected brands. Leveraging technology, data analytics, insights, and strategic consulting solutions, MDC Partners Inc. drives creative excellence, business growth, and measurable returns on marketing investments for over 1,700 customers worldwide. For more information about MDC Partners Inc. and its partner firms, please visit our website at, sign up for investor updates and notifications, and follow us on LinkedIn.

Cautionary Note Regarding Forward-Looking Statements

This release may contain certain forward-looking statements (collectively, "forward-looking statements") within the meaning of Section 27A of the US Securities Act of 1933, as amended, and Section 21E of the US Exchange Act and the United States Private Securities Litigation Reform Act of 1995, in the as amended and "Forward-Looking Information" under applicable Canadian securities laws. Statements in this document that are not historical facts, including statements about the beliefs and expectations of the Issuer or Stagwell and recent business and economic trends, are forward-looking statements. Words such as "estimate", "project", "aim", "predict", "believe", "expect", "foresee", "potentially", "create", "intend", "could", "should," “would”, “could”, “foresee”, “plan”, “will”, “guide”, “look”, “outlook”, “future”, “assume”, “predict”, “focus”, “continue” "or the negation of such terms or other variations thereof and terms with similar content used in connection with discussing current plans, estimates and projections are subject to change due to a number of factors, including those described in this section. Such forward-looking statements may include, among other things, statements relating to: future financial results and the future prospects of the respective businesses and operations of the Issuer, Stagwell and the combined company; information about the proposed transaction; the expected benefits of the proposed transaction; the Wa the likelihood that the proposed transaction will be completed; the expected outcome of the proposed transaction; the tax effects of the proposed transaction on the issuer and the issuer's shareholders; the timing of the shareholders' meeting to approve the proposed transaction; the consents of the shareholders required for the planned transaction; regulatory and stock exchange approval of the planned 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 statements, including the risks identified in our risks on file with the Securities and Exchange Commission (the “SEC”).

These forward-looking statements are subject to various risks and uncertainties, many of which are beyond the control of the Issuer. Important factors that could cause actual results and expectations to differ materially from those expressed in such forward-looking statements include the risks and uncertainties set out in the "Risk Factors" section of the registration statement on submitted Form S-4 on February 8, 2021, and as amended on March 29, 2021, April 21, 2021 and April 30, 2021 (the "Form S-4"), under the "Risk Factors" section in the Proxy Statement / Prospectus on Form 424B3, filed on May 10, 2021, as amended by the addition of the power of attorney / prospectus on Form 8-K, submitted on July 12, 2021 (along with Form S-4, the "Proxy Statement / Prospectus") under the heading "Risk Factors" in the Issuer's Annual Report on Form 10-K for the year-end financial year December 31, 2020 under point 1A and under the heading "Risk Factors" in the quarterly report of the issuer on Form 10-Q for the end of the quarter March 31, 2021 under point 1A. These and other risk factors include but are not limited to the following:

  • the inability to realize the anticipated 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 business activities and its shareholders, which may differ from the expectations of the Issuer or Stagwell, including future changes in tax law, potential increases in corporate tax rates in The United States and disagreements with the tax authorities about the determination of the value of the Issuer and the calculation of its tax attributes can lead to increased tax costs;
  • the incurrence of material federal Canadian income tax (including a material "emigration tax") as a result of the Proposed Transaction;
  • the impact of the uncertainty associated with the proposed Transaction on the respective dealings of the Issuer and Stagwell;
  • direct or indirect costs related to the proposed transaction that could turn out to be higher than expected;
  • the risk that a condition for the completion of the proposed transaction is not met and the proposed transaction cannot be completed; and
  • the risk that parties will contest 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 by visiting its profile on SEDAR at, its profile on the SEC website at, or its website at The issuer assumes no obligation to update forward-looking statements based on new information, future developments or for other reasons, unless this is expressly required by law. All forward-looking statements in this release are restricted in their entirety by this cautionary note.

Additional information and where to find it

In connection with the proposed transaction, the Issuer and New MDC LLC ("New MDC") have filed the proxy statement / prospectus with the SEC. This announcement is not intended to be a substitute for the power of attorney / prospectus or any other documents that the Issuer may file with the SEC in connection with the proposed transaction.

INVESTORS AND SECURITY HOLDERS OF THE ISSUER ARE URGENTLY CAREFUL TO READ THE PROXY DECLARATION / PROSPECTUS WITH RESPECT TO THE PROPOSED TRANSACTION IN ITS ENTIRETY (INCLUDING ALL MODIFICATIONS, ADDITIONAL DOCUMENTS AND ADDITIONALS TO THE IBUMENTOWS, ALSO, AND ADDITIONS OF THE IBUMENTOWS PROXY. INFORMATION ABOUT THE PROPOSED TRANSACTION. Copies of the proxy statement / prospectus and other relevant documents filed with the SEC by the issuer or the new MDC are available free of charge on the SEC's website at In addition, investors and security holders may receive free copies of the Proxy Statement / Prospectus and other relevant documents filed by the Issuer or the new MDC with the SEC and on the Issuer's website at .

The URLs in this announcement are intended as inactive text references only. They are not intended to be active hyperlinks to websites. The information on such websites, even if it could be accessed via a hyperlink resulting from the URLs or to which reference is made herein, is not and is not considered a part of this announcement. No representation or warranty is made as to the suitability or reliability of any information on these websites for any purpose.

No offer or solicitation

This announcement does not constitute an offer to buy or exchange, or a solicitation of an offer to sell or exchange, nor is there a sale of any securities in any jurisdiction in which such offer, sale or exchange is made prior to registration or qualification under the securities laws of any such jurisdiction. This announcement is not a substitute for prospectuses, proxy statements or other documents that the Issuer or the new MDC may file with the SEC in connection with the proposed transaction. Funds, securities, or other consideration are not solicited and, if sent in response to the information contained herein, will not be accepted.

Securities may only be offered in the form of a prospectus that meets the requirements of the US Securities Act of 1933, as amended. The proposed transaction and distribution of this document may be restricted by law in certain jurisdictions, and persons in possession of any document or other information referenced herein should inform themselves of and observe such restrictions. Any failure to comply with these restrictions could constitute a violation of the securities laws of such jurisdiction. Securities are not offered directly or indirectly in or in a legal system in which this would contradict the laws of this legal system.

Participant in the tender

The Issuer, New MDC and their respective directors and officers, as well as other members of management and employees, may be considered participants in the solicitation of proxies by the Issuer's shareholders in respect of the approvals required to complete the proposed Transaction. More detailed information regarding the identity of these prospective participants and any direct or indirect interests they may have in the proposed transaction, whether through holdings or otherwise, is contained in the proxy statement / prospectus filed with the SEC. Information regarding the directors and officers of the Issuer is contained in the definitive proxy statement in Appendix 14A filed by the Issuer with the SEC on. was submitted 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 with the SEC by the issuer 10th of May, 2021. Additional information regarding attendees' interests in obtaining proxy voting with respect to the special meeting is contained in the proxy statement / prospectus filed with the SEC. These documents are available free of charge to shareholders of the Issuer on the SEC's website at and on the Issuer's website at

You must not interpret the contents of this document as legal, tax, regulatory, financial, accounting, or any other advice, and you are urged to consult with your own advisers regarding any legal, tax, regulatory, financial, accounting, and other consequences of the suggestions Transaction, the suitability of the proposed Transaction for you and other matters relevant to the proposed Transaction.

SOURCE MDC Partners Inc.

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