Benzinga | Feb 8, 2021 09:15AM EST

MDC Partners Reports Filing Of Registration Statement For Form S-4 Related To Proposed Business Combo With Stagwell Media

MDC Partners Inc. ("MDC") today announced that it has filed a registration statement on Form S-4 (the "Registration Statement") with the U.S. Securities and Exchange Commission ("SEC") in connection with the previously announced combination of MDC's business (the "Proposed Transaction") with certain operating businesses of Stagwell Media LP ("Stagwell"). Attached hereto is the letter to MDC's shareholders from Irwin D. Simon, Lead Independent Director of MDC's Board of Directors (the "MDC Board") and Chair of a special committee of independent members of the MDC Board (the "Special Committee").

As previously announced, the combined company is poised to deliver meaningful shareholder value creation, accelerated growth and enhanced services to clients. In contrast to MDC continuing as a standalone company, the highly compelling Proposed Transaction will create a leading marketing services company, with enhanced global scale and broadened premium capabilities.

The Proposed Transaction was approved by the MDC Board (with Mark Penn, Charlene Barshefsky and Bradley Gross abstaining from voting on, or from participating in any deliberations with respect to, the Proposed Transaction) following the affirmative recommendation by the Special Committee and, subject to approval by MDC shareholders, receipt of required regulatory approvals and other customary and negotiated closing conditions, is expected to close in the first half of calendar year 2021.

As further described in the Registration Statement , on a pro forma basis, without giving effect to any conversion of outstanding preference shares of MDC, it is anticipated that the existing holders of MDC's Class A common shares (including Stagwell) and Class B Common shares would receive approximately 26% of the common equity of the combined company, and Stagwell would receive share consideration equal to 74% of the common equity of the combined company.

While the Registration Statement has not yet been declared effective and the information contained therein is subject to change, the Registration Statement provides important information about the Proposed Transaction. Specifically, the Registration Statement includes information related to Stagwell's reporting segments, market strategy and historical consolidated financial data, along with unaudited pro forma combined financials for the combined company. Once the Registration Statement has been declared effective by the SEC, the final joint proxy statement/prospectus (the "Proxy Statement/Prospectus") contained in the Registration Statement will be mailed to shareholders of MDC prior to the shareholder vote on the Proposed Transaction. To view the Registration Statement filing, shareholders can visit www.mdc-partners.com/documents or the SEC's website at www.sec.gov.