Attached files
| file | filename |
|---|---|
| 8-K - Stagwell Inc | v163639_8k.htm |
| EX-1.1 - Stagwell Inc | v163639_ex1-1.htm |
| EX-4.1 - Stagwell Inc | v163639_ex4-1.htm |
| EX-10.2 - Stagwell Inc | v163639_ex10-2.htm |
| EX-99.1 - Stagwell Inc | v163639_ex99-1.htm |
| EX-10.1 - Stagwell Inc | v163639_ex10-1.htm |
Exhibit
99.2
PRESS
RELEASE
FOR IMMEDIATE
RELEASE
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FOR:
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MDC
Partners Inc.
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CONTACT:
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Donna
Granato
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950
Third Avenue, 5th
Floor
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VP,
Finance & Corporate Development
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New
York, NY 10022
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646-429-1809
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dgranato@mdc-partners.com
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MDC PARTNERS
INC. COMPLETES
US$300 MILLION DEBT FINANCING
MDC
ANNOUNCES COMPLETION OF THE OFFERING OF US$225 MILLION, 7-YEAR
SENIOR
UNSECURED NOTES
AND
ENTERS INTO
NEW US$75 MILLION, 5-YEAR REVOLVING CREDIT FACILITY
NEW YORK, NY (October 23,
2009) – MDC
Partners Inc. (“MDC Partners” or the “Company”) today announced the completion
of its previously announced offer, in a private placement, of US$225 million
aggregate principal amount of senior unsecured notes due 2016 (the
“Notes”). MDC Partners used the net proceeds of this offering to
repay the outstanding balance under its prior senior secured credit facility,
and intends to use the remaining net proceeds to redeem its outstanding 8% C$45
million convertible debentures, and for general corporate purposes.
In
addition, MDC Partners today entered into a new 5-year US$75 million revolving
credit facility, which replaces its previous revolving credit
facility.
The Notes
were offered only to qualified institutional buyers under Rule 144A of the
Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S.
persons in transactions outside the United States under Regulation S of the
Securities Act. The Notes have not been registered under the
Securities Act, and, unless so registered, may not be offered or sold in the
United States absent registration or an applicable exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act
and other applicable securities laws. MDC Partners has agreed,
to the extent the Notes do not become freely transferable without restriction
under the Securities Act following the one-year anniversary of their issuance,
to file a Registration Statement with the U.S. Securities and Exchange
Commission.
This
press release shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of the Notes in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such jurisdiction. This notice
is being issued pursuant to and in accordance with Rule 135(c) under the
Securities Act.
About
MDC Partners Inc.
MDC
Partners is a progressive Marketing and Communications Network, championing the
most innovative entrepreneurial talent. MDC Partners provides strategic
solutions and services to multinational clients in North America, Europe and
Latin America. Our philosophy emphasizes the utilization of Strategy and High
Value Creativity to drive growth and measurable impact for our clients. “MDC
Partners is The Place Where Great Talent Lives.” The company’s Class A shares
are publicly traded on the NASDAQ under the symbol “MDCA” and on the Toronto
Stock Exchange under the symbol “MDZ.A”.
FORWARD LOOKING
STATEMENTS
This
release contains forward-looking statements. MDC Partners’ representatives may
also make forward-looking statements orally from time to time. Statements in
this release that are not historical facts, including statements about MDC
Partners’ beliefs and expectations, recent business and economic trends,
potential acquisitions, estimates of amounts for deferred acquisition
consideration and “put” option rights, constitute forward-looking statements.
These statements are based on current plans, estimates and projections, and are
subject to change based on a number of factors, including those outlined in this
section. Forward-looking statements speak only as of the date they are made, and
MDC Partners undertakes no obligation to update publicly any of them in light of
new information or future events, if any.
Forward-looking
statements involve inherent risks and uncertainties. A number of important
factors could cause actual results to differ materially from those contained in
any forward-looking statements. Such risk factors include, but are not limited
to the following:
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·
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risks
associated with severe effects of national and regional economic
downturn;
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·
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MDC
Partners’ ability to attract new clients and retain existing
clients;
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·
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the
financial success of MDC Partners’
clients;
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·
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MDC
Partners’ ability to retain and attract key
employees;
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·
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MDC
Partners’ ability to remain in compliance with its debt agreements and MDC
Partners’ ability to finance its contingent payment obligations when due
and payable, including but not limited to those relating to “put” options
rights and deferred acquisition
consideration;
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·
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the
successful completion and integration of acquisitions which complement and
expand MDC Partners’ business capabilities;
and
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·
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foreign
currency fluctuations.
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MDC
Partners’ business strategy includes ongoing efforts to engage in material
acquisitions of ownership interests in entities in the marketing communications
services industry. MDC Partners intends to finance these acquisitions by using
available cash from operations, from borrowings under its senior secured credit
facilities through incurrence of bridge or other debt financing, any of which
may increase MDC Partners’ leverage ratios, or by issuing equity, which may have
a dilutive impact on existing shareholders proportionate ownership. At any given
time, MDC Partners may be engaged in a number of discussions that may result in
one or more material acquisitions. These opportunities require confidentiality
and may involve negotiations that require quick responses by MDC Partners.
Although there is uncertainty that any of these discussions will result in
definitive agreements or the completion of any transactions, the announcement of
any such transaction may lead to increased volatility in the trading price of
MDC Partners’ securities.
Investors
should carefully consider these risk factors and the additional risk factors
outlined in more detail in the Annual Report on Form 10-K under the caption
“Risk Factors” and in the Company’s other SEC filings.