Item 7.01 Regulation FD Disclosure.
On July 13, 2021, MDC Partners Inc. ("MDC") updated certain materials used in
its investor presentation in connection with the proposed business combination
(the "Transaction") involving MDC and certain subsidiaries of Stagwell Media LP
( "Stagwell"). A copy of additional investor presentation materials is furnished
herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The foregoing information (including Exhibit 99.1 hereto) is being furnished
under Item 7.01. Such information (including Exhibit 99.1 hereto) shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specified reference in such filing.
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 MDC'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 MDC, Stagwell and the combined company; information concerning the
Transaction; the anticipated benefits of the Transaction; the likelihood of the
Transaction being completed; the anticipated outcome of the Transaction; the tax
impact of the Transaction on MDC and shareholders of MDC; the timing of the
shareholder meeting to approve the Transaction (the "Special Meeting"); the
shareholder approvals required for the Transaction; regulatory and stock
exchange approval of the Transaction; and the timing of the implementation of
the 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 Exchange
Commission (the "SEC").
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These forward-looking statements are subject to various risks and uncertainties,
many of which are outside MDC'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
MDC's Annual Report on Form 10-K for the year-ended December 31, 2020 under Item
1A and under the caption "Risk Factors" in MDC'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 Transaction or the occurrence
of difficulties in connection with the Transaction;
• adverse tax consequences in connection with the Transaction for MDC, its
operations and its shareholders, that may differ from the expectations of MDC
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 MDC'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 Transaction;
• the impact of uncertainty associated with the Transaction on MDC's and
Stagwell's respective businesses;
• direct or indirect costs associated with the Transaction, which could be
greater than expected;
• the risk that a condition to completion of the Transaction may not be satisfied
and the Transaction may not be completed; and
• the risk of parties challenging the Transaction or the impact of the
Transaction on MDC's debt arrangements.
You can obtain copies of MDC'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. MDC 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 Transaction, MDC and New MDC filed with the SEC the Proxy
Statement/Prospectus. This communication is not a substitute for the Proxy
Statement/Prospectus or any other document MDC may file with the SEC in
connection with the Transaction.
INVESTORS AND SECURITYHOLDERS OF MDC ARE URGED TO READ CAREFULLY THE PROXY
STATEMENT/PROSPECTUS REGARDING THE 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 TRANSACTION. You may obtain, free of charge, copies of the
Proxy Statement/Prospectus and other relevant documents filed by MDC 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 MDC or New MDC with the SEC and from MDC'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 MDC or New MDC may file
with the SEC in connection with the Transaction. No money, securities or other
consideration is being solicited, and, if sent in response to the information
contained herein, will not be accepted.
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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 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
MDC, 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 MDC's shareholders with respect to the approvals
required to complete the Transaction. More detailed information regarding the
identity of these potential participants, and any direct or indirect interests
they may have in the Transaction, by security holdings or otherwise, is set
forth in the Proxy Statement/Prospectus filed with the SEC. Information
regarding MDC's directors and executive officers is set forth in the definitive
proxy statement on Schedule 14A filed by MDC with the SEC on May 10, 2021, in
the Annual Report on Form 10-K filed by MDC with the SEC on March 16, 2021, as
amended on April 27, 2021 and in the Quarterly Report on Form 10-Q filed by MDC
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 MDC free of charge from the SEC's website
at www.sec.gov and from MDC'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 Transaction, the suitability of the Transaction for
you and other relevant matters concerning the Transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Investor Presentation Materials, dated as of July 13, 2021, of MDC
Partners Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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