Attached files
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| 8-K - Stagwell Inc | v184210_8-k.htm |
Exhibit
99.1
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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David
Doft
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950
Third Avenue, 5th Floor
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Chief
Financial Officer
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New
York, NY 10022
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646-429-1818
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ddoft@mdc-partners.com
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MDC
PARTNERS INC. ANNOUNCES US$65 MILLION OFFERING OF NOTES
NEW YORK, NY (May 10, 2010) –
MDC Partners Inc. (“MDC Partners” or the “Company”) today announced that it
intends to offer, in a private placement, US$65 million aggregate principal
amount of senior unsecured notes due 2016 (the “Notes”). MDC Partners
intends to use the net proceeds of this offering to repay in full the
outstanding balance under its senior secured credit facility maturing on October
23, 2014 and for general corporate purposes, including
acquisitions.
The Notes
will be 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. MDC’s philosophy emphasizes the utilization of Strategy and High
Value Creativity to drive growth and measurable impact for its clients. “MDC
Partners is The Place Where Great Talent Lives.” MDC’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
press release contains forward-looking statements. MDC’s 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’s
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
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’s
ability to attract new clients and retain existing
clients;
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·
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the
financial success of MDC’s clients;
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·
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MDC’s
ability to retain and attract key
employees;
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·
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MDC’s
ability to remain in compliance with its debt agreements and MDC’s 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’s business capabilities;
and
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·
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foreign
currency fluctuations.
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MDC’s
business strategy includes ongoing efforts to engage in material acquisitions of
ownership interests in entities in the marketing communications services
industry. MDC intends to finance these acquisitions by using
available cash from operations, from borrowings under a senior secured revolving
credit facility entered into on October 23, 2009 and through incurrence of
bridge or other debt financing, either of which may increase MDC’s leverage
ratios, or by issuing equity, which may have a dilutive impact on existing
shareholders proportionate ownership. At any given time MDC 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. 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’s
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 MDC’s other SEC filings.