{"id":517619,"date":"2021-07-26T14:33:13","date_gmt":"2021-07-26T18:33:13","guid":{"rendered":"https:\/\/www.marketnewsdesk.com\/index.php\/mdc-partners-inc-announces-amendments-and-waivers-to-notes-are-operative\/"},"modified":"2021-07-26T14:33:13","modified_gmt":"2021-07-26T18:33:13","slug":"mdc-partners-inc-announces-amendments-and-waivers-to-notes-are-operative","status":"publish","type":"post","link":"https:\/\/www.marketnewsdesk.com\/index.php\/mdc-partners-inc-announces-amendments-and-waivers-to-notes-are-operative\/","title":{"rendered":"MDC Partners Inc. Announces Amendments and Waivers to Notes are Operative"},"content":{"rendered":"
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PR Newswire<\/p>\n<\/p><\/div>\n

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\n NEW YORK<\/span>, July 26, 2021<\/span> \/PRNewswire\/ —\u00a0MDC Partners Inc. (the “Issuer<\/b>“)\u00a0announced today that the amendments and waivers set out in the third supplemental indenture dated February 8, 2021<\/span> (the “Third Supplemental Indenture<\/b>“) in respect of its its 7.500% Senior Notes due 2024, CUSIP C5429X AJ5 (Regulation S) and 552697 AQ7 (Rule 144A) (the “Notes<\/b>“) are operative with immediate effect.<\/p>\n

The Issuer solicited consents from holders of the Notes to certain proposed amendments and waivers (the “Proposed Amendments and Waivers<\/b>“) to the indenture dated March 23, 2016<\/span> (as supplemental or amended from time to time, the “Indenture<\/b>“) described in the consent solicitation statement dated January 21, 2021<\/span> previously provided by the Issuer to the holders of the Notes (“Holders<\/b>“). On February 8, 2021<\/span>, the Proposed Amendments and Waivers became effective, but not operative, by way of the Third Supplemental Indenture.<\/p>\n

Pursuant to the Third Supplemental Indenture, the Proposed Amendments and Waivers will become operative and the terms of the Indenture shall be waived, amended, supplemented, modified or deleted in accordance therewith at such time (the “Operative Time<\/b>“) as the Issuer makes an announcement via press release and sends a notice via DTC informing Holders and the trustee under the Indenture that the Proposed Amendments and Waivers are operative and indicating when the closing of the proposed transaction with Stagwell Media LP described therein (the “Proposed Transaction<\/b>“) is expected to occur.<\/p>\n

The Company hereby gives notice that the Proposed Amendments and Waivers are operative.\u00a0 The closing of the Proposed Transaction is expected to occur on August 2, 2021<\/span>.<\/p>\n

Prior to the Operative Time, the Issuer has delivered\u00a0an irrevocable notice of redemption of the Notes. Accordingly, the conditions described in the consent solicitation statement in respect of the Proposed Amendments and Waivers dated January 21, 2021<\/span> to the payment of the Operative Time Payment (as defined therein) have not been fulfilled and such payment is not expected to be made.<\/p>\n

None of the documents referred to herein have been filed with, or reviewed or approved by, any federal or state securities commission or regulatory authority of any country.\u00a0 No authority has passed upon the accuracy or adequacy thereof, and it is unlawful and may be a criminal offense to make any representation to the contrary.<\/p>\n

\n About the Issuer<\/b>\n <\/p>\n

MDC Partners Inc. is one of the most influential marketing and communications networks in the world. As “The Place Where Great Talent Lives,” MDC Partners Inc. is celebrated for its innovative advertising, public relations, branding, digital, social and event marketing agency partners, which are responsible for some of the most memorable and effective campaigns for the world’s most respected brands. By leveraging technology, data analytics, insights and strategic consulting solutions, MDC Partners Inc. drives creative excellence, business growth and measurable return on marketing investment for over 1,700 clients worldwide. For more information about MDC Partners Inc. and its partner firms, visit our website at www.mdc-partners.com<\/a>, sign up for investor-related updates and alerts<\/a>, and follow us on LinkedIn<\/a>\u00a0.<\/p>\n

\n Cautionary Statement Regarding Forward-Looking Statements<\/b>\n <\/p>\n

This communication may contain certain forward-looking statements (collectively, “forward-looking statements<\/b>“) 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 the Issuer’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 the Issuer, Stagwell and the combined company; information concerning the Proposed Transaction; the anticipated benefits of the Proposed Transaction; the likelihood of the Proposed Transaction being completed; the anticipated outcome of the Proposed Transaction; the tax impact of the Proposed Transaction on the Issuer and shareholders of the Issuer; the timing of the shareholder meeting to approve the Proposed Transaction; the shareholder approvals required for the Proposed Transaction; regulatory and stock exchange approval of the Proposed 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 statement, including the risks identified in our filings with the Securities and Exchange Commission (the “SEC<\/b>“). <\/p>\n

These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Issuer’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<\/span>, and as amended on March 29, 2021<\/span>, April 21, 2021<\/span> and April 30, 2021<\/span> (the “Form S-4”), under the section entitled “Risk Factors” in the proxy statement\/prospectus on Form 424B3 filed on May 10, 2021<\/span>, as amended by the supplement to the proxy statement\/prospectus on Form 8-K filed on July 12, 2021<\/span> (together with the Form S-4, the “Proxy Statement\/Prospectus”), under the caption “Risk Factors” in the Issuer’s Annual Report on Form 10-K for the year-ended December 31, 2020<\/span> under Item 1A and under the caption “Risk Factors” in the Issuer’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2021<\/span> under Item 1A. These and other risk factors include, but are not limited to, the following:<\/p>\n