As filed with the Securities and Exchange Commission on March 29, 2021

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to

Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933​

MDC PARTNERS INC.*

(Exact Name of Registrant as Specified in Its Charter)

One World Trade Center, Floor 65, New York, NY 10007
(646) 429-1800

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

NEW MDC LLC**

(Exact Name of Registrant as Specified in Its Charter)

c/o MDC Partners Inc.
One World Trade Center, Floor 65, New York, NY 10007
(646) 429-1800

(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)

David Ross
General Counsel
One World Trade Center, Floor 65, New York, NY 10007
(646) 429-1800

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

Copies of all communications to:

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and the consummation of the transactions covered hereby.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ☐ No ☒

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

including new products and acquisitions. The Combined Company will more than triple its concentration of high-growth digital offerings, with 32% of its business anticipated to be in the digital services sector. It is anticipated that the Combined Company will generate over $200 million of pro forma cash in 2021. The Combined Company will target growth to $3 billion+ in revenue in 2025, including acquisitions, organic growth and new products. In addition, the Combined Company will seek to develop new revenue streams by expanding its combined digital and technology products portfolios.

The Transaction Agreement also includes several minority protection rights and corporate governance protections, including:

•

Three Continuing Independent Directors. Three individuals who currently serve as independent directors of MDC (the “Continuing Independent Directors”) will serve as directors on the board of directors of the Combined Company (the “Combined Company Board”) and the Combined Company has agreed to cause such directors to be nominated at the Combined Company’s next two annual meetings following completion of the Proposed Transactions. Mr. Penn will continue as a director and Stagwell has the right, pursuant to the Transaction Agreement, to nominate four directors (and Stagwell has informed MDC that it expects to nominate at least two independent directors) and an affiliate of Goldman Sachs & Co. LLC will have the right to nominate one director to serve on the Combined Company Board.

​

•

Continuing Independent Directors will Comprise Audit Committee. The Combined Company’s audit committee will be comprised exclusively of the Continuing Independent Directors.

​

•

Restrictions on Related Party Transactions. During the period following the Proposed Transactions for so long as (i) Stagwell beneficially owns more than 10% of the then-issued and outstanding voting securities of the Combined Company, (ii) Stagwell has nominated directors constituting a majority of the Combined Company Board, or (iii) Stagwell has the contractual right to appoint a majority of the Combined Company Board (the “Restricted Period”), the Transaction Agreement generally will prohibit the Combined Company from entering into certain related party transactions without the approval of a majority of the independent directors serving on the Combined Company Board.

​

•

“Majority of the Minority” Voting Rights. During the Restricted Period, the Transaction Agreement will further generally prohibit the Combined Company from entering into any proposed business combinations involving Stagwell or its affiliates without (A) the approval of the Combined Company stockholders representing a “majority of the minority” of the voting power of the Combined Company and (B) the creation of a special committee of independent directors with authority similar to that of the MDC Special Committee.

​

At the Meeting, you will be asked to consider and approve six proposals (the “Proposals”):

•

Proposal 1: the approval of the Redomiciliation (the “Redomiciliation Proposal”);

​

•

Proposal 2: the approval of each of the Proposed Transactions, other than the Redomiciliation (the “Business Combination Proposal”), including the following:

​

The MDC Reorganization.   Following the Redomiciliation, MDC Delaware will merge with one of its indirect wholly-owned subsidiaries (the “MDC Merger”), with MDC Delaware (from and after the MDC Merger, “OpCo”) surviving as a direct subsidiary of a newly-formed, NASDAQ-listed Delaware Corporation (“New MDC”). Following the MDC Merger, OpCo will convert into a limited liability company (together with the MDC Merger, the “MDC Reorganization”) that will hold MDC’s operating assets.

The Contributions.   At the closing of the Proposed Transactions, Stagwell will contribute (i) the issued and outstanding equity interest of Stagwell Marketing Group Holdings LLC, the direct or indirect owner of the Stagwell Subject Entities other than SMGH, to OpCo in exchange for 216,250,000 common membership interests of OpCo (the “Stagwell OpCo Units”), and (ii) an aggregate amount of cash equal to $100 in to New MDC in exchange for 216,250,000 shares of a new Class C series of voting-only common stock of New MDC (the “Stagwell Issuance”).

•

Proposal 3: the granting of the proxy in relation to the common shares of MDC Delaware (the “MDC Delaware Common Shares”) and Series 6 convertible preference shares of MDC Delaware (the “MDC Delaware Series 6 Shares”) to be held by such MDC Canada Shareholder immediately following the consummation of the Redomiciliation, as applicable to each of MDC and The Stagwell Group LLC (each in such capacity, a “Proxyholder”) whereby each Proxyholder, acting singly, with respect to and on behalf of the holders of MDC Delaware Common Shares and the MDC Delaware Series 6 Shares that voted in favor of this proposal, may vote in favor of, or consent to, the approval and adoption of the Transaction Agreement and the Proposed Transactions, including the MDC Reorganization (collectively, the “MDC Delaware Consent”), which MDC Delaware Proxy (A) shall survive until the earlier of (1) the termination of the Transaction Agreement in accordance with its terms and (2) the effectiveness of the MDC Delaware Consent and (B) with respect to MDC, shall be granted conditional on MDC, in its capacity as Proxyholder, irrevocably committing to vote such MDC Delaware Common Shares and MDC Delaware Series 6 Shares to approve and adopt the Transaction Agreement and the Proposed Transactions, including the MDC Reorganization (the “MDC Delaware Proxy Proposal”);

​

•

Proposal 4: in accordance with NASDAQ Listing Rule 5635, the approval of the issuance of the MDC Delaware Series 6 Shares, as described in Proposal 3 (the “Series 6 Supervoting Proposal”);

​

•

Proposal 5: in accordance with NASDAQ Listing Rule 5635, the Stagwell Issuance, as described in Proposal 2 (the “Stagwell Issuance Proposal”); and

​

•

Proposal 6: the non-binding advisory approval of the compensation that may be paid or become payable to MDC’s named executive officers in connection with the Proposed Transactions (the “Compensation Proposal”).

​

The Redomiciliation Proposal and the Business Combination Proposal are subject to approval by both (i) at least two-thirds of the total votes cast on such Proposals, and (ii) at least a “majority of the minority” of the votes cast by each class on such Proposals (i.e., a majority, excluding the votes of interested shareholders required to be excluded by applicable securities laws), and the consummation of each of the Proposals other than the Compensation Proposal (all such Proposals, collectively, the “Transaction Proposals”) is conditioned on the approval by the requisite MDC Canada Shareholder threshold of the other Transaction Proposals, such that MDC will only effect the Proposed Transactions if the MDC Canada Shareholders approve each of the Transaction Proposals by the required threshold.

Acting upon the unanimous recommendation of the MDC Special Committee, the MDC Board (with the Interested Directors abstaining) unanimously recommends that the MDC Canada Shareholders vote “FOR” each of the Transaction Proposals. Additionally, the MDC Board (with the Interested Directors abstaining) unanimously recommends the MDC Canada Shareholders vote “FOR” the Compensation Proposal.

You are encouraged to read the accompanying document carefully. In particular, you should read the “Risk Factors” section beginning on page 51 of the accompanying proxy statement/prospectus for a discussion of the risks you should consider in evaluating the Proposed Transactions and how they will affect you.

Your vote is very important regardless of the number of MDC Canada Common Shares or preference shares of MDC Canada (collectively, the “MDC Canada Shares”) that you own.   Whether or not you expect to attend virtually, you should authorize a proxyholder to vote your MDC Canada Shares as promptly as possible so that your MDC Canada Shares may be represented and voted at the Meeting. Enclosed with this letter is the Notice of Special Meeting and Proxy Statement/Prospectus and a form of proxy or voting instruction form.

Due to the continuing public health impact of the novel coronavirus pandemic (COVID-19) and to support the health and well-being of our employees and shareholders, MDC Canada has decided that the Meeting will be held solely by means of remote communication as a virtual meeting. A virtual Meeting enables registered holders of MDC Canada Common Shares and duly appointed proxyholders to listen to the Meeting, ask questions and receive answers online, and vote online at [       ] by clicking “I have a control number” and then entering your unique 13-digit control number located on your form of proxy and the password “[        ]” ​(case-sensitive). Registered holders of MDC Canada Common Shares and duly appointed proxyholders will have the ability to submit questions during the Meeting via the Meeting website. The vast majority of our shareholders vote in advance of the annual meeting by proxy using the various available voting channels, and these voting channels will continue to be available. We encourage shareholders to continue to vote in advance of the annual meeting by proxy.

Please submit your vote online, by phone, mail or fax by [           ] [a.m./p.m.] on [           ], 2021, to ensure your representation at the Meeting.

If you require assistance with voting your MDC Canada Shares, please contact MDC Canada’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, as follows:

130 King Street West, Suite 2950, P.O. Box 361
Toronto, Ontario M5X 1E2
Call Toll-Free (within North America):
1-877-659-1821
Call Collect (outside North America):
1-416-867-2272
E-Mail:
contactus@kingsdaleadvisors.com

On behalf of MDC Canada, I would like to thank you for your continuing support.

Sincerely,

“Irwin D. Simon”

Irwin D. Simon
Lead Independent Director (Presiding Director) of MDC Partners Inc.

 

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of MDC Partners Inc. (“MDC Canada”) of (i) the holders (the “MDC Canada Common Shareholders”) of Class A subordinate voting shares of MDC Canada (the “MDC Canada Class A Common Shares”) and Class B multiple voting shares of MDC Canada (the “MDC Canada Class B Common Shares” and, together with the MDC Canada Class A Common Shares, the “MDC Canada Common Shares”) and (ii) the holders (the “MDC Canada Preferred Shareholders”, and together with the MDC Canada Common Shareholders, the “MDC Canada Shareholders”) of MDC Canada Series 4 convertible preference shares (the “MDC Canada Series 4 Shares”) and MDC Canada Series 6 convertible preference shares (the “MDC Canada Series 6 Shares” and, together with the MDC Canada Series 4 Shares, the “MDC Canada Preferred Shares” and the MDC Canada Common Shares together with the MDC Canada Preferred Shares, the “MDC Canada Shares”) will be held virtually at [    ] [a.m./p.m.] on [   ], 2021, or at any adjournment or postponement thereof, for the purpose of:

(a)

considering and approving the following six proposals (the “Proposals”) relating to a series of steps and transactions contemplated by the transaction agreement, dated as of December 21, 2020, by and among MDC Canada, Stagwell Media LP (“Stagwell”) and certain subsidiaries of MDC Canada (the “Transaction Agreement”):

​

i.

Proposal 1:   the approval of the redomiciliation (the “Redomiciliation”) of MDC Canada from the federal jurisdiction of Canada to the State of Delaware (from and after the Redomiciliation, “MDC Delaware”) (the “Redomiciliation Proposal”),

​

ii.

Proposal 2:   the approval of each of the Proposed Transactions (as defined below), other than the Redomiciliation (the “Business Combination Proposal”), including the following:

​

i.

The MDC Reorganization.   Following the Redomiciliation, MDC Delaware will merge with one of its indirect wholly-owned subsidiaries (the “MDC Merger”), with MDC Delaware (from and after the MDC Merger, “OpCo”) surviving as a direct subsidiary of a newly-formed, NASDAQ-listed Delaware corporation (“New MDC”). Following the MDC Merger, OpCo will convert into a limited liability company (together with the MDC Merger, the “MDC Reorganization”) that will hold MDC’s operating assets.

​

ii.

The Contributions.   At the closing of the Proposed Transactions, Stagwell will contribute (i) the issued and outstanding equity interest of Stagwell Marketing Group Holdings LLC (“SMGH”), the direct or indirect owner of the subsidiaries of Stagwell that own and operate a portfolio of marketing services companies (together with SMGH, the “Stagwell Subject Entities”), to OpCo in exchange for 216,250,000 common membership interests of OpCo (the “Stagwell OpCo Units”), and (ii) an aggregate amount of cash equal to $100 in to New MDC in exchange for 216,250,000 shares of a new Class C series of voting-only common stock of New MDC (the “Stagwell Issuance”) (the “Business Combination);

​

iii.

Proposal 3:   the granting of a proxy in relation to the common shares of MDC Delaware (the “MDC Delaware Common Shares”) and Series 6 convertible preference shares of MDC Delaware (the “MDC Delaware Series 6 Shares”) to be held by such MDC Canada Shareholder immediately following the consummation of the Redomiciliation, as applicable to each of MDC and The Stagwell Group LLC (each in such capacity, a “Proxyholder”) whereby each Proxyholder, acting singly, with respect to and on behalf of the holders of MDC Delaware Common Shares and the MDC Delaware Series 6 Shares that voted in favor of this proposal, may vote in favor of, or consent to, the approval and adoption of the Transaction Agreement and the Proposed Transactions, including the MDC Reorganization (collectively, the “MDC Delaware Consent”), which MDC Delaware Proxy (A) shall survive until the earlier of (1) the termination of the Transaction Agreement in accordance with its terms and (2) the effectiveness of the MDC Delaware Consent and (B) with respect to MDC, shall be granted conditional on MDC, in its capacity as Proxyholder, irrevocably committing to vote such MDC Delaware Common Shares and MDC Delaware Series 6 Shares to approve and adopt the Transaction Agreement and the Proposed Transactions, including the MDC Reorganization (the “MDC Delaware Proxy Proposal”);

​

 

 

iv.

Proposal 4:   in accordance with NASDAQ Listing Rule 5635, the approval of the issuance of the MDC Delaware Series 6 Shares, as described in Proposal 3 (the “Series 6 Supervoting Proposal”);

​

v.

Proposal 5:   in accordance with NASDAQ Listing Rule 5635, the Stagwell Issuance, as described in Proposal 2 (the “Stagwell Issuance Proposal”); and

​

vi.

Proposal 6:   the non-binding advisory approval of the compensation that may be paid or become payable to MDC’s named executive officers in connection with the Proposed Transactions (the “Compensation Proposal”).

​

The Redomiciliation, the Business Combination, and a series of related transactions are referred to herein as the “Proposed Transactions,” and the combined company shall be referred to herein as the “Combined Company”. The Redomiciliation Proposal, the MDC Delaware Proxy Proposal, the Business Combination Proposal, the Series 6 Supervoting Proposal, and the Stagwell Issuance Proposal are collectively referred to herein as the “Transaction Proposals.” The consummation of each Transaction Proposal is -conditioned on the approval by the requisite MDC Canada Shareholder threshold of the other Transaction Proposals, such that MDC Canada will only effect a particular Transaction Proposal if the MDC Canada Shareholders approve all of the other Transaction Proposals. For the avoidance of doubt, the Transaction Proposals are not conditioned on approval of the Compensation Proposal.

This notice of special meeting of MDC Canada Shareholders (the “Notice of Special Meeting”) and the accompanying proxy statement/prospectus (the “Proxy Statement/Prospectus”) are available on MDC Canada’s website at www.mdc-partners.com, on SEDAR at www.sedar.com and on the SEC’s website at www.sec.gov.

The special resolutions approving the Redomiciliation and the Business Combination must each be approved by the affirmative vote of (i) at least two-thirds of the votes cast on the Redomiciliation Proposal and the Business Combination Proposal, respectively, virtually or by proxy by the MDC Canada Shareholders, voting together as a single class, and (ii) at least a majority of the votes cast on the Redomiciliation Proposal and the Business Combination Proposal, respectively, virtually or by proxy by the MDC Canada Shareholders, excluding the votes attached to MDC Canada Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, with each class of MDC Canada Shares voting separately as a class (other than the MDC Canada Class A Common Shares and MDC Canada Class B Common Shares, which shall vote together as a single class). The affirmative vote of MDC Canada Shareholders who will own a majority of the voting power of the outstanding shares of MDC Delaware Common Shares and MDC Delaware Series 6 Shares, voting together as a single class, following the Redomiciliation is required to approve the MDC Delaware Proxy Proposal. The affirmative vote of a majority of the votes cast on the Series 6 Supervoting Proposal, the Stagwell Issuance Proposal and the Compensation Proposal by the holders of MDC Canada Common Shares, voting together as a single class, is required to approve the Series 6 Supervoting Proposal, the Stagwell Issuance Proposal and the Compensation Proposal, respectively.

The board of directors of MDC Canada (the “MDC Board”) unanimously (other than Mark Penn, Charlene Barshefsky and Bradley Gross, who abstained from voting on or participating in any deliberations with respect to the Proposed Transactions) recommends that MDC Canada Shareholders vote FOR each of the Transaction Proposals and the Compensation Proposal.

The MDC Board has fixed the close of business on [           ], 2021 as the record date for determining MDC Canada Shareholders who are entitled to attend and vote at the Meeting (the “Record Date”). Only MDC Canada Shareholders whose names have been entered in the applicable registers of MDC Canada Shareholders, as of the close of business on the Record Date are entitled to receive notice of and vote at the Meeting.

MDC Canada Shareholders are encouraged to complete, sign and return the enclosed form of proxy. To be valid, proxies must be received by the MDC Canada’s transfer agent, AST Trust Company (Canada), Attn: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1, by fax 1-866-781-3111 (toll-free North America) or 416-368-2502, by e-mail at proxyvote@astfinancial.com, by internet voting at www.astvotemyproxy.com, or by telephone voting at 1-888-489-5760 no later than [           ] [a.m./p.m.]

 

 

on [           ], 2021 or, if the Meeting is adjourned or postponed, by no later than 48 hours (excluding Saturday, Sunday and statutory holidays in Canada and the U.S.) before the time of the adjourned or postponed Meeting. Notwithstanding the foregoing, the Chairman of the Meeting has the discretion to accept proxies received after such deadline and the time limit for deposit of proxies may be waived or extended by the Chairman of the Meeting at his or her discretion, without notice.

If you are a beneficial (non-registered) holder of MDC Canada Shares and receive these materials through a broker, bank, trust company or other intermediary or nominee, you must provide your voting instructions or complete, sign and return the voting instruction form in accordance with the instructions provided by your broker, bank, trust company or other intermediary or nominee.

MDC Canada Shareholders who are planning to return the form of proxy or voting instruction form are encouraged to review the Proxy Statement/Prospectus carefully before submitting such form.

Due to the continuing public health impact of the novel coronavirus pandemic (COVID-19) and to support the health and well-being of our employees and shareholders, MDC Canada has decided that the Meeting will be held solely by means of remote communication as a virtual meeting. A virtual Meeting enables registered MDC Canada Common Shareholders and duly appointed proxyholders to join us online, listen to the Meeting, ask questions online, and vote online at [           ] by clicking “I have a control number” and then entering your unique 13-digit control number located on your form of proxy and the password “[           ]” ​(case-sensitive). MDC Canada Common Shareholders and duly appointed proxyholders will have the ability to submit questions during the Meeting via the Meeting website.

Registered MDC Canada Shareholders who wish to dissent must strictly comply with the dissent procedures prescribed by the Canada Business Corporations Act (the “CBCA”). An MDC Canada Shareholder’s right to dissent is more particularly described in the Proxy Statement/Prospectus under the heading “Dissenters’ and Appraisal Rights — Dissenters’ Rights”. A copy of the text of Section 190 of the CBCA is set forth in Annex O to the Proxy Statement/Prospectus. It is strongly suggested that any MDC Canada Shareholder wishing to dissent seek independent legal advice, as the failure to strictly comply with the requirements set forth in Section 190(1) of the CBCA, may result in the loss of any right of dissent.

Persons who are beneficial owners of MDC Canada Shares registered in the name of a broker, bank, trust company or other intermediary or nominee who wish to dissent should be aware that only registered MDC Canada Shareholders are entitled to dissent. Accordingly, a beneficial owner of MDC Canada Shares desiring to exercise this right must make arrangements for the MDC Canada Shares beneficially owned by such MDC Canada Shareholder to be registered in the MDC Canada Shareholder’s name prior to the time the dissent notice is required to be received by MDC Canada, or, alternatively, make arrangements for the registered holder of such MDC Canada Shares to dissent on the MDC Canada Shareholder’s behalf. MDC Canada Shareholders that vote in favor of the Transaction Proposals will not be entitled to dissent rights but the failure of an MDC Canada Shareholder to vote against the Transaction Proposals will not constitute a waiver of such MDC Canada Shareholder’s dissent rights and a vote against the Transaction Proposals will not be deemed to satisfy notice requirements under the CBCA with respect to dissent rights.

If you have any questions about the information contained in this Notice of Special Meeting and the accompanying Proxy Statement/Prospectus or require assistance in voting your MDC Canada Shares, please contact MDC Canada’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, as follows:

 

 

130 King Street West, Suite 2950, P.O. Box 361
Toronto, Ontario M5X 1E2
Call Toll-Free (within North America):
1-877-659-1821
Call Collect (outside North America):
1-416-867-2272
E-Mail:
contactus@kingsdaleadvisors.com

DATED at [           ], 2021

On behalf of MDC Canada, I would like to thank you for your continuing support.

Sincerely,

“Irwin D. Simon”

Irwin D. Simon
Lead Independent Director (Presiding Director) of MDC Partners Inc.

 

 

 

 

 

iii

 

 

iv

 

 

v

 

 

vi

 

INFORMATION CONTAINED IN PROXY STATEMENT/PROSPECTUS

This Proxy Statement/Prospectus, which forms part of a registration statement on Form S-4 filed with the SEC, constitutes a prospectus under the U.S. Securities Act with respect to the shares of the Company. This Proxy Statement/Prospectus also constitutes a notice of meeting with respect to the Meeting.

You should rely only on the information contained in, or incorporated by reference into, this Proxy Statement/Prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this Proxy Statement/Prospectus. This Proxy Statement/​Prospectus is dated [           ], 2021, and you should assume that the information contained in this Proxy Statement/Prospectus is accurate only as of such date. You should also assume that the information incorporated by reference into this Proxy Statement/Prospectus is only accurate as of the date of such information.

This Proxy Statement/Prospectus does not constitute an offer to sell, buy or exchange or a solicitation of an offer to sell, buy or exchange any securities, or the solicitation of any vote, proxy or approval, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.

Management is soliciting proxies of all MDC Canada Shareholders primarily by mail and electronic means, supplemented by telephone or other contact by employees of the Company (who will receive no additional compensation), and all such costs will be borne by the Company. The Company has also retained Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent (“Kingsdale”) to assist in the solicitation of proxies. The Company will reimburse brokers, banks and other nominees for their expenses in sending proxy solicitation materials to the beneficial owners of MDC Canada Shares and obtaining their proxies.

This Proxy Statement/Prospectus and proxy-related materials are being sent to all MDC Canada Shareholders. The Company does not send proxy-related materials directly to beneficial (non-registered) MDC Canada Shareholders and is not relying on the notice-and-access provisions of applicable securities laws for delivery of proxy-related materials to MDC Canada Shareholders. The Company will deliver proxy-related materials to nominees, custodians and fiduciaries, and they will be asked to promptly forward them to the beneficial (non-registered) MDC Canada Shareholders. The Company will reimburse such nominees, custodians and fiduciaries for their expenses in sending proxy-related materials to the beneficial (non-registered) MDC Canada Shareholders and obtaining their proxies. If you are a beneficial (non-registered) MDC Canada Shareholder, your nominee should send you a voting instruction form or form of proxy with this Proxy Statement/Prospectus. The Company has also elected to pay for the delivery of our proxy-related materials to objecting beneficial (non-registered) MDC Canada Shareholders.

MDC Canada Shareholders should not construe the contents of this Proxy Statement/Prospectus as legal, tax or financial advice and should consult with their own legal, tax, financial and other professional advisors.

If you have any questions about the information contained in this Proxy Statement/Prospectus or require assistance in voting your MDC Canada Shares, please contact Kingsdale Advisors by telephone at 1-877-659-1821 (toll-free in North America) or at 1-416-867-2272 (collect outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

Except where the context otherwise requires or where otherwise indicated, references to “MDC”, “MDC Canada”, the “Company” “we”, “us” and “our” in this Proxy Statement/Prospectus refer to MDC Partners Inc. and its consolidated subsidiaries.

Notice Regarding Tax Consequences of Redomiciliation

MDC Canada Shareholders should be aware that the Redomiciliation, and the holding and disposition of Combined Company Shares, may have tax consequences in Canada, the U.S. and/or in the jurisdictions in which the MDC Canada Shareholders are resident which may not be described fully herein. The tax consequences to such MDC Canada Shareholders of the Redomiciliation and of holding and disposing of Combined Company

 

1

 

Shares is dependent on their individual circumstances, including (but not limited to) their jurisdiction of residence. It is recommended that MDC Canada Shareholders consult their own tax advisors in this regard.

Except where otherwise indicated, references to “dollars”, “US$”, or “$” are to U.S. dollars, and any references to “C$” are to Canadian dollars.

Currency and Exchange Rates

The following table shows, for the periods and dates indicated, certain information regarding the Canadian dollar-to-U.S. dollar exchange rate. The information is based on the Bank of Canada’s closing Canadian dollar-to-U.S. dollar exchange rate. Such exchange rate on March 26, 2021 was US$1.00 = C$1.2580.

Note:

(1)

The average of the daily exchange rates during the relevant period, as published by the Bank of Canada each business day by 4:30 ET.

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Except as otherwise stated, in this Proxy Statement/Prospectus, all dollar amounts are expressed in United States dollars.

Defined Terms

This Proxy Statement/Prospectus contains defined terms. For a glossary of defined terms used herein, see “Glossary”.

 

2

 

QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS AND THE MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the Proposed Transactions and the Meeting. These questions and answers may not address all questions that may be important to you. To better understand these matters, and for a description of the legal terms governing the Proposed Transactions, you should carefully read this entire Proxy Statement/Prospectus, including the attached annexes, as well as the documents that have been incorporated by reference into this Proxy Statement/Prospectus. For more information, see the section entitled “Information Contained in Proxy Statement/Prospectus”. Capitalized terms used but not otherwise defined in the questions and answers set forth below have the meanings set forth under the heading “Glossary”.

Q:

What are the Proposed Transactions?

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A:

On December 21, 2020, the Company and Stagwell Media LP (“Stagwell Media” or “Stagwell”) entered into a transaction agreement (the “Transaction Agreement”), providing for among other things, the combination (the “Business Combination”) of the Company with the subsidiaries of Stagwell that own and operate a portfolio of marketing services companies (the “Stagwell Subject Entities”). Through a series of steps and transactions (collectively, the “Proposed Transactions”), including the transactions contemplated by the Goldman Letter Agreement, the redomiciliation (the “Redomiciliation”) of MDC to a Delaware corporation (from and after the domestication, “MDC Delaware”) and the merger of MDC Delaware with one of its indirect wholly owned subsidiaries (the “MDC Merger”), MDC Delaware will become a direct subsidiary (from and after the merger, “OpCo”) of a newly-formed, Delaware-organized, NASDAQ-listed corporation (“New MDC”). Following the MDC Merger, OpCo will convert into a limited liability company (together with the MDC Merger, the “MDC Reorganization”) that will hold MDC’s operating assets. Following the MDC Reorganization, Stagwell will contribute (i) the issued and outstanding equity interest of Stagwell Marketing Group Holdings LLC (“SMGH”), the direct or indirect owner of the Stagwell Subject Entities other than SMGH (the “Stagwell OpCo Contribution”), to OpCo in exchange for 216,250,000 common membership interests of OpCo (the “Stagwell OpCo Units”), and (ii) an aggregate amount of cash equal to $100 (the “Stagwell New MDC Contribution” and, together with the Stagwell OpCo Contribution, the “Stagwell Contributions”) to New MDC in exchange for shares of a new Class C series of voting-only common stock of New MDC equal in number to the Stagwell OpCo Units (the “Stagwell Class C Shares”). From and after the Stagwell Contributions, New MDC shall be referred to herein as the “Combined Company”.

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Following the completion of the Proposed Transactions, the Combined Company will be a Delaware incorporated corporation organized in an umbrella partnership-C corporation (or “Up-C”) structure, in which all of the assets and business of MDC and assets and businesses contributed by Stagwell in the Stagwell OpCo Contribution will be held by OpCo, an entity treated as a partnership, or “passthrough” entity, for U.S. federal income tax purposes, and will be operated through OpCo and its subsidiaries. The Combined Company’s sole material asset will be the common units and preferred units of OpCo.

On a pro forma basis (and (i) without giving effect to the conversion of any Combined Company Preferred Shares and (ii) including unvested restricted stock and restricted stock units of MDC), following the completion of the Proposed Transactions, it is anticipated that the existing holders of MDC Canada Class A Common Shares (including Stagwell) and MDC Canada Class B Common Shares will receive Combined Company Class A Common Shares and Combined Company Class B Common Shares equal to approximately 26% of the common equity of the Combined Company and Stagwell would be issued an amount of Combined Company Class C Common Shares equivalent to approximately 74% of the voting rights of the Combined Company and exchangeable, together with Stagwell OpCo Units, for Combined Company Class A Common Shares on a one-for-one basis at Stagwell’s election following a six-month holding period. However, the number of Stagwell OpCo Units, the number of Stagwell Class C Shares and the percentage of the Combined Company that Stagwell will hold following the consummation of the Proposed Transactions will each be reduced, and the percentage of the Combined Company that existing MDC Canada Shareholders will hold will be proportionally increased, if Stagwell is unable to effect certain restructuring transactions consisting of (i) the acquisition of certain outstanding equity interests of non-wholly owned Stagwell Subject Entities (the “Stagwell Minority Interests”) and (ii) the termination of certain equity-based or equity-related awards issued pursuant to

 

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Stagwell Subject Entity incentive plans (the “Stagwell Incentive Awards”) (collectively, the “Stagwell Restructuring”) prior to the Closing.

As of the close of business on [           ], 2021, Stagwell held approximately [      ]% of the MDC Canada Class A Common Shares. Thus, in the aggregate (i.e., including the MDC Canada Class A Common Shares that Stagwell beneficially held as of [           ], 2021 as well as the Stagwell OpCo Units and Stagwell Class C Shares), following the completion of the Proposed Transactions, Stagwell will hold approximately [      ]% of the common equity of the Combined Company, and it is anticipated that holders of MDC Canada Class A Common Shares and MDC Canada Class B Common Shares as of [           ], 2021, excluding Stagwell, will receive Combined Company Class A Common Shares and Class B Common Shares equal to approximately [      ]% of the common equity of the Combined Company.

Each of the Proposed Transactions is described in more detail below.

Redomiciliation

As part of the Proposed Transactions, the Company is proposing to change its jurisdiction of incorporation from the federal jurisdiction of Canada to the State of Delaware pursuant to a “continuance” effected in accordance with Section 188 of the CBCA and a concurrent “domestication” effected in accordance with Section 388 of the DGCL.

Following the Redomiciliation, each MDC Canada Class A Common Share, each MDC Canada Class B Common Share, each MDC Canada Series 4 Share and each MDC Canada Series 6 Share, in each case held by a non-dissenting holder, will remain outstanding as a MDC Delaware Class A Common Share, a MDC Delaware Class B Common Share, a MDC Delaware Series 4 Share or an MDC Delaware Series 6 Share, respectively. Each registered MDC Canada Shareholder who dissents will have the right to be paid fair value by the Company for all, but not less than all, of the MDC Canada Shares beneficially owned by such holder in accordance with the CBCA, provided that the holder strictly complies with the dissent procedures with respect to the Transaction Proposals and the Proposed Transactions become effective. See “Dissenters’ and Appraisal Rights”.

In addition, the certificate of incorporation of MDC Delaware (the “MDC Delaware Certificate of Incorporation”) shall authorize a new class of common stock: the Class C common stock, no par value.

New MDC Corporate Conversion and MDC Merger

At least two business days following the completion of the Redomiciliation, New MDC while it is a wholly-owned subsidiary of MDC Delaware will convert into a Delaware corporation (the “New MDC Corporate Conversion”) pursuant to a certificate of conversion. In connection with the New MDC Corporate Conversion, New MDC shall adopt the Combined Company Certificate of Incorporation and Combined Company Bylaws, in the forms attached as Annexes A and B, respectively, of this Proxy Statement/Prospectus.

Immediately following the New MDC Corporate Conversion, the Company proposes that MDC Merger Sub 1 LLC (“Merger Sub”), a wholly owned subsidiary of New MDC that was formed solely for the purpose of consummating the Proposed Transactions and that does not have any assets or operations, shall merge with and into MDC Delaware, with MDC Delaware continuing as the surviving corporation (the “Surviving Corporation”), which will then immediately convert into a Delaware limited liability company as described below. The Surviving Corporation will be a direct wholly owned subsidiary of New MDC. Following the MDC Merger, New MDC will replace MDC Delaware as the publicly-traded company in which MDC Canada Shareholders will own their interests.

Following the New MDC Corporate Conversion and MDC Merger, each MDC Delaware Class A Common Share, each MDC Delaware Class B Common Share, each MDC Delaware Series 4 Share and each MDC Delaware Series 6 Share, in each case held by a non-dissenting holder, will be converted into the right to receive a New MDC Class A Common Share, a New MDC Class B Common Share, a New MDC Series 4 Share or New MDC Series 6 Share, respectively.

 

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MDC Delaware LLC Conversion

In order to effect the Stagwell Contributions and facilitate the Combined Company’s “Up-C” structure, as part of the MDC Reorganization, once it is a wholly-owned subsidiary of New MDC, the Surviving Corporation will convert into a Delaware limited liability company (the “MDC Delaware LLC Conversion”, and the Surviving Corporation, from and after the conversion, “OpCo”) by filing a certificate of conversion with the Secretary of State of Delaware. Pursuant to the MDC Delaware LLC Conversion, all of the outstanding shares of the Surviving Corporation (then owned by New MDC) shall be converted into membership interests of OpCo comprised of (i) a number of Series 4 convertible preferred membership interests of OpCo (the “OpCo Series 4 Preferred Units”) corresponding to the number of outstanding New MDC Series 4 Shares, (ii) a number of Series 6 convertible preferred membership interests of OpCo (the “OpCo Series 6 Preferred Units” and, together with the OpCo Series 4 Preferred Units, the “OpCo Preferred Units”) corresponding to the number of outstanding New MDC Series 6 Shares, and (iii) a number of common membership interests of OpCo (the “OpCo Common Units” and, together with the OpCo Preferred Units, the “OpCo Units”) corresponding to the number of outstanding New MDC Common Shares, each at the time of the MDC Delaware LLC Conversion (and for the avoidance of doubt, excluding any Combined Company Class C Common Shares to be issued in exchange for the Stagwell New MDC Contribution).

Stagwell Contributions

At least one business day following the MDC Reorganization, at the closing of the Proposed Transactions (the “Closing”), Stagwell will make the (i) Stagwell OpCo Contribution in exchange for the Stagwell OpCo Units, and (ii) the Stagwell New MDC Contribution in exchange for the Stagwell Class C Shares. In addition to the MDC Canada Class A Common Shares and MDC Canada Series 6 Shares that Stagwell currently owns, the Stagwell OpCo Units will represent Stagwell’s economic investment in the Combined Company. The Stagwell Class C Shares will not represent any economic interest in the Combined Company and will solely represent voting interests in the Combined Company. Each Stagwell Class C Share will be entitled to one vote. As further described and subject to certain limitations as described herein under “Certain Agreements Related to the Business Combination — A&R OpCo LLC Agreement,” each Stagwell OpCo Unit, together with a Combined Company Class C Common Share, will be convertible into a Combined Company Class A Common Share.

Following the Proposed Transactions, the Combined Company will be organized in an Up-C structure, in which all of the assets and business of MDC and assets and businesses contributed by Stagwell in the Stagwell OpCo Contribution will be held by OpCo, an entity treated as a partnership, or “passthrough” entity, for U.S. federal income tax purposes, and will be operated through OpCo and its subsidiaries. The Combined Company’s sole material asset will be common units and preferred units of OpCo.

Additionally, prior to, in connection with, and in some cases following the Proposed Transactions, New MDC, MDC and OpCo, respectively, intend to engage in certain restructuring transactions to, among other things, facilitate changes to the group’s internal financing structure, and create a holding company structure under OpCo, whereby all of the subsidiaries of the Combined Company that are treated as corporations for U.S. tax purposes would be held through a single corporate holding company.

Q:   What is Stagwell?

Stagwell Media was founded in 2015 by Mark Penn. Mr. Penn is a limited partner and has served as managing partner of Stagwell since its inception. Stagwell Marketing Group LLC (“Stagwell Marketing”) is a Delaware limited liability company that was formed on March 9, 2017 and was formed to hold the previously existing interests of Stagwell Media in its portfolio of marketing services companies. Stagwell Marketing is governed by the terms and conditions of a limited liability agreement effective as of the same date. Stagwell Media owns all of the equity interests of Stagwell Marketing through SMGH.

Stagwell Media is the direct or indirect owner of Stagwell Marketing and the Stagwell subsidiaries that own and operate a portfolio of marketing services companies representing the assets and businesses

 

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that will be contributed by Stagwell in the Proposed Transactions pursuant to the Stagwell OpCo Contribution, which are referred to in this Proxy Statement/Prospectus as the “Stagwell Subject Entities”.

Stagwell is an independent, full-service, technology-driven marketing and communications group at the crossroads of the art and science of creativity. Stagwell excels at offering clients simplicity and speed of execution. The Stagwell companies have over 3,700 employees operating in more than 20 countries across North America, Asia, Europe and South America.

The Stagwell Group LLC (the “GP” or the “Stagwell Group”) is the general partner of Stagwell Media. Stagwell Media owns (i) 100% of SMGH, the direct or indirect owner of the Stagwell Subject Entities other than SMGH, and (ii) 14,285,714 MDC Canada Class A Common Shares and all of the 50,000 outstanding MDC Canada Series 6 Shares indirectly through its 100% ownership of Stagwell Agency Holdings LLC (“Stagwell Holdings” and the shares, the “SAH MDC Interests”). The GP is the manager of SMGH and Stagwell Holdings.

All current employees of the GP and/or Stagwell Media (other than any necessary to carry out activities solely related to the management of Stagwell Media) (the “Stagwell Corporate Employees”) are expected to become employees of the Combined Company. Certain of the Stagwell Corporate Employees may become executive officers of the Combined Company upon the completion of the Proposed Transactions. Following the Proposed Transaction, none of the Stagwell Corporate Employees will receive any compensation or other entitlement in connection with their employment with the GP and/or Stagwell Media other than in respect of previously issued “carried interests”, which entitle the holders to a certain share of distributions from Stagwell Media under certain circumstances.

Mark Penn is President and Managing Partner (the “Manager”) of the GP and owns an approximately 3% interest in Stagwell Media. Mr. Penn is also Chairman and Chief Executive Officer of MDC. In connection with the Proposed Transactions, Mr. Penn is expected to (i) remain Chairman and Chief Executive Officer of the Combined Company, (ii) remain the Manager and (iii) in respect of his MDC Incentive Awards, have certain entitlements as described in “The Proposed Transactions — Interests of MDC’s Directors and Executive Officers in the Proposed Transactions — Treatment of MDC Incentive Awards”. Mr. Penn may also, through his ownership interest in Stagwell Media, receive a portion of (a) the Stagwell Distribution, which is not expected to exceed $1 million, as described in “The Proposed Transactions — Interests of MDC’s Directors and Executive Officers in the Proposed Transactions — Stagwell Distribution”, and (b) the payments to be made by the Combined Company to Stagwell under the Tax Receivables Agreement, as described in “The Proposed Transactions — Interests of MDC’s Directors and Executive Officers in the Proposed Transactions — Tax Receivables Agreement Payments”.

For more information about Stagwell and the Stagwell Subject Entities, please see the sections entitled, “Risk Factors — Risks Related to Stagwell,” “Stagwell Business,” “Management’s Discussion of Financial Condition and Results of Operations of the Stagwell Subject Entities,” and “Quantitative and Qualitative Disclosures about Market Risk of Stagwell.”

Q:

What will MDC Canada Shareholders own following the Proposed Transactions?

​

A:

If you are a current, non-dissenting holder of MDC Canada Common Shares or MDC Canada Preferred Shares, in connection with the Proposed Transactions you will receive:

​

•

for each MDC Canada Class A Common Share, one Combined Company Class A Common Share,

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•

for each MDC Canada Class B Common Share, one Combined Company Class B Common Share,

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•

for each MDC Canada Series 4 Share, one Combined Company Series 4 Share, and

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•

for each MDC Canada Series 6 Share, one Combined Company Series 6 Share.

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As a result of differences between Delaware law and the CBCA, there will be differences between your rights as a stockholder of the Combined Company under Delaware law and your current rights as a

 

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shareholder of MDC Canada under the CBCA. In addition, there are differences between the organizational documents of MDC Canada and the Combined Company. These differences are discussed in detail under “Comparison of Stockholder Rights”. Also refer to “Description of MDC Delaware and the Combined Company Capital Stock” for a description of the Combined Company Shares. The Combined Company Certificate of Incorporation and Combined Company Bylaws, in the form substantially as they will be in effect upon completion of the Proposed Transactions, are attached as Annexes A and B, respectively, of this Proxy Statement/Prospectus.

The MDC Delaware Class A Common Shares will be listed on NASDAQ from and after the MDC Merger.

On a pro forma basis (and (i) without giving effect to the conversion of any Combined Company Preferred Shares and (ii) including unvested restricted stock and restricted stock units of MDC), following the completion of the Proposed Transactions, it is anticipated that the existing holders of MDC Canada Class A Common Shares (including Stagwell) and MDC Canada Class B Common Shares will receive Combined Company Class A Common Shares and Combined Company Class B Common Shares equal to approximately 26% of the common equity of the Combined Company and Stagwell would be issued an amount of Combined Company Class C Common Shares equivalent to approximately 74% of the voting rights of the Combined Company and exchangeable, together with Stagwell OpCo Units, for Combined Company Class A Common Shares on a one-for-one basis at Stagwell’s election following a six-month holding period. However, the number of Stagwell OpCo Units, the number of Stagwell Class C Shares and the percentage of the Combined Company that Stagwell will hold following the consummation of the Proposed Transactions, will be reduced, and the percentage of the Combined Company that existing MDC Canada Shareholders will hold will be proportionally increased, if Stagwell is unable to effect the Stagwell Restructuring prior to the Closing.

As of the close of business on [           ], 2021, Stagwell held approximately [      ]% of the MDC Canada Class A Common Shares. Thus, in the aggregate (i.e., including the MDC Canada Class A Common Shares that Stagwell beneficially held as of [           ], 2021 as well as the Stagwell OpCo Units and Stagwell Class C Shares), following the completion of the Proposed Transactions, Stagwell will hold approximately [      ]% of the common equity of the Combined Company, and is anticipated that holders of MDC Canada Class A Common Shares and MDC Canada Class B Common Shares as of [           ], 2021, excluding Stagwell, will receive Combined Company Class A Common Shares and Class B Common Shares equal to approximately [      ]% of the common equity of the Combined Company.

Q:

What is the Combined Company?

​

A:

The Combined Company was formed as a Delaware limited liability company and a wholly owned subsidiary of MDC in order to effect the Proposed Transactions. Following the Redomiciliation, New MDC will convert into a Delaware corporation, and following the MDC Merger will be the successor public company registrant to MDC Delaware. Following the Closing, the Combined Company will be the manager and own approximately 26% of the common units of OpCo, which in turn will own the operating subsidiaries of MDC and Stagwell. However, the number of Stagwell OpCo Units, the number of Stagwell Class C Shares and the percentage of the Combined Company that Stagwell will hold following the consummation of the Proposed Transactions will each be reduced, and the percentage of the Combined Company that existing MDC Canada Shareholders will hold will be proportionally increased, if Stagwell is unable to effect the Stagwell Restructuring prior to the Closing.

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Q:

Why is MDC proposing to enter into the Proposed Transactions?

​

A:

MDC Canada believes that the Proposed Transactions will provide a number of significant strategic benefits and opportunities that will be in the best interests of MDC and the MDC Canada Shareholders. To review the reasons for the Proposed Transactions in greater detail, see “The Proposed Transactions — MDC’s Reasons for the Proposed Transactions; Recommendation of the MDC Special Committee and the MDC Board” beginning on page 162.

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Q:

Who will be the directors and executive officers of the Company following the Proposed Transactions?

​

A:

Following the completion of the Proposed Transactions, the Combined Company Board of Directors (the “Combined Company Board”) will consist of nine members, including Mr. Mark Penn. Three individuals currently serving as independent directors of MDC will serve as directors on the Combined Company Board and the Combined Company has agreed to cause such directors to be nominated at the Combined Company’s next two annual meetings following completion of the Proposed Transactions; Mr. Penn will continue as a director as well as the Combined Company’s Chief Executive Officer. Stagwell will be entitled to designate four directors and has informed MDC that it expects to nominate at least two independent directors. An affiliate of Goldman Sachs will be entitled to designate one director to serve on the Combined Company Board. The directors and officers of the Combined Company will be identified prior to the Closing. See “Information Concerning the Combined Company — Directors and Officers of the Company”.

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Q:

Why am I receiving this Notice of Special Meeting and Proxy Statement/Prospectus?

​

A:

You are receiving this Notice of Special Meeting and Proxy Statement/Prospectus because you are a MDC Canada Shareholder as of the Record Date. You are entitled to vote for the Transaction Proposals at the Meeting to be held virtually on [                 ], 2021, or at any adjournment or postponement thereof.

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This Proxy Statement/Prospectus, which you should read carefully, contains important information about the Proposed Transactions and how to vote at the Meeting.

Q:

When and where will the Meeting be held?

​

A:

The Meeting will be held virtually at [           ] [a.m./p.m.] on [                 ], 2021, or at any adjournment or postponement thereof.

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Due to the continuing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees and shareholders, the Company has decided that the Meeting will be held solely by means of remote communication as a virtual meeting.

Q:

How do I ask questions at the Meeting?

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A:

A virtual Meeting enables registered MDC Canada Common Shareholders and duly appointed proxyholders to join us online, listen to the Meeting, ask questions and receive answers online, and vote online at [           ] by clicking “I have a control number” and then entering your unique 13-digit control number located on your form of proxy and the password “[           ]” ​(case-sensitive). MDC Canada Common Shareholders and duly appointed proxyholders will have the ability to submit questions during the Meeting via the Meeting website.

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Q:

What am I being asked to vote on?

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A:

In connection with the Proposed Transactions, MDC Canada Shareholders are being asked to vote on six proposals (the “Proposals”):

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Proposal 1: the consummation of the Redomiciliation (the “Redomiciliation Proposal”);

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Proposal 2: the consummation of each of the Proposed Transactions, other than the Redomiciliation (the “Business Combination Proposal”);

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Proposal 3: the granting of the MDC Delaware Proxy (the “MDC Delaware Proxy Proposal”);

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Proposal 4: in accordance with NASDAQ Listing Rule 5635, the approval of the issuance of the MDC Delaware Series 6 Shares (the “Series 6 Supervoting Proposal”);

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Proposal 5: in accordance with NASDAQ Listing Rule 5635, the Stagwell Issuance (the “Stagwell Issuance Proposal”); and

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•

Proposal 6: the non-binding advisory approval of the compensation that may be paid or become payable to MDC’s named executive officers in connection with the Proposed Transactions (the “Compensation Proposal”).

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•

The Series 6 Supervoting Proposal: The affirmative vote of a majority of the votes cast on the Series 6 Supervoting Proposal by the holders of MDC Canada Class A Common Shares and MDC Canada Class B Common Shares, voting together as a single class, is required to approve the Series 6 Supervoting Proposal.

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The Stagwell Issuance Proposal: The affirmative vote of a majority of the votes cast on the Stagwell Issuance Proposal by the holders of MDC Canada Class A Common Shares and MDC Canada Class B Common Shares, voting together as a single class, is required to approve the Stagwell Issuance Proposal.

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The Compensation Proposal: The affirmative vote of a majority of the votes cast on the Compensation Proposal by the holders of MDC Canada Class A Common Shares and MDC Canada Class B Common Shares, voting together as a single class, is required to approve the Compensation Proposal.

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The approvals of the Redomiciliation Proposal, the MDC Delaware Proxy Proposal, the Business Combination Proposal, the Series 6 Supervoting Proposal, and the Stagwell Issuance Proposal are referred to as the “Required Shareholder Approvals”.

Q:

Will the Company consummate the Proposed Transactions if some, but not all, of the Transaction Proposals are approved?

​

A:

No. The consummation of each Transaction Proposal is conditioned on the approval by the requisite MDC Canada Shareholder threshold of the other Transaction Proposals, such that MDC will only effect a particular Transaction Proposal if the MDC Canada Shareholders approve all of the other Transaction Proposals. For the avoidance of doubt, the Transaction Proposals are not conditioned on approval of the Compensation Proposal.

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Q:

What were the MDC Special Committee’s reasons for recommending that the MDC Board approve the Transaction Agreement and the Proposed Transactions?

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A:

In evaluating the Proposed Transactions, the Transaction Agreement and the Ancillary Agreements, and in reaching its determinations and making its recommendations, the MDC Special Committee consulted with the Disinterested Senior Executives and its legal and financial advisors, and gave careful consideration to the current and expected future financial position of MDC and all terms of the Transaction Agreement and the Ancillary Agreements.

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The MDC Special Committee considered a number of factors including, among others, the following:

•

Moelis Opinion. The MDC Special Committee retained Moelis as its financial advisor in respect of, among other things, the Proposed Transactions, including with respect to the negotiation of a potential transaction with Stagwell. Moelis delivered an oral opinion (which was subsequently confirmed in writing) to the MDC Special Committee that, as of December 21, 2020, and based upon and subject to the assumptions made, procedures followed, matters considered and other limitations set forth in the Moelis Opinion, the Post-Transaction Ownership Percentage of the Combined Company to be held by the holders of MDC Canada Common Shares upon completion of the Proposed Transactions was fair, from a financial point of view, to the holders of MDC Canada Common Shares (other than the Interested Shareholders).

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Canaccord Genuity Opinion and Formal Valuation. The MDC Special Committee received an independent formal valuation required to be obtained in connection with the Proposed Transactions pursuant to MI 61-101, along with a fairness opinion that, as of December 21, 2020 and based upon and subject to the qualifications, limitations and assumptions set forth therein and such other matters as Canaccord Genuity considered relevant, (i) the consideration to be paid by MDC for the Stagwell Subject Entities pursuant to the Transaction Agreement was fair, from a financial point of view, to the holders of MDC Canada Class A Common Shares (other than Mark Penn, Stagwell, Goldman Sachs and their affiliates), with such opinion assuming, among other items, the conversion of the MDC Canada Class B Common Shares into MDC Canada Class A Common Shares; (ii) the fair market value of the MDC Canada Class A Common Shares (assuming the conversion of the MDC Canada Class B Common Shares into MDC Canada Class A Common Shares) ranged from

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$4.70 to $7.40 per MDC Canada Class A Common Share; and (iii) the fair market value of the Stagwell Subject Entities ranged from $1.2 billion to $1.5 billion.

•

Transaction Agreement. The MDC Special Committee reviewed and negotiated the proposed Transaction Agreement and Ancillary Agreements and considered the independent legal advice of DLA Piper and such other matters as the MDC Special Committee deemed necessary or advisable in order to provide a recommendation to the MDC Board in respect of the Transaction Agreement and the Proposed Transactions.

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Prior MDC Strategic Review and Public Nature of the Stagwell Proposal. The MDC Special Committee considered the fact that prior to receipt of the Stagwell Proposal, the Company had recently conducted a robust and comprehensive strategic review process that took place over approximately seven months and involved outreach by the Company’s financial advisors at the time to not less than 34 third parties, which process resulted in no final or binding offers for an acquisition of, or investment in, the Company from any party other than Stagwell. Relatedly, the MDC Special Committee also considered the fact that following Stagwell’s public announcement of its proposal on June 26, 2020, putting other potential third-party bidders on notice of a possible transaction, no third-party had come forward during the approximately six-month period after publication of the Stagwell Proposal and prior to entry into the Transaction Agreement on December 21, 2020 to make a competing offer, and that as a result, it was unlikely that a competing proposal was likely to be made on terms as attractive as those negotiated with Stagwell.

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Previous Stagwell Strategic Review and Stagwell’s Communicated Position to Not Support Alternative Transaction. In connection with Stagwell’s exploration of strategic alternatives in 2019 (the “Stagwell 2019 Sale Process”), only one participant had expressed an interest in a transaction involving MDC and the 2019 Special Committee determined not to proceed to negotiations with such participant. The lack of interested bidders in these prior exchanges led the MDC Special Committee to conclude that it was unlikely that a competing proposal was likely to be made on terms as attractive as those negotiated with Stagwell. The MDC Special Committee also noted Stagwell’s statement in the Stagwell Proposal that Stagwell, in its capacity as an existing holder of MDC Canada Shares, was not prepared to support, consent to or vote in favor of an alternative transaction by the Company, including an alternative business combination or sale transaction.

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For further discussion of the Moelis Opinion and the Canaccord Genuity Opinion and Formal Valuation, see “The Proposed Transactions — Opinion of Moelis” and “The Proposed Transactions — Canaccord Genuity Opinion and Formal Valuation,” respectively.

In addition to the deliberations and review noted above, the MDC Special Committee discussed certain matters with the Disinterested Senior Executives and other members of the MDC Board, as well as its financial and legal advisors, and considered a number of factors (not in any relative order of importance) that supported the MDC Special Committee’s determination and recommendation in favor of the Proposed Transactions, including:

•

Shareholder Approval and Protection of Minority Interest: The Proposed Transactions are conditioned on receipt of the Required Shareholder Approvals. The Required Shareholder Approvals are protective of the rights of the MDC Canada Shareholders. The Redomiciliation Proposal and Business Combination Proposal require the affirmative vote of (i) at least two-thirds of the votes cast on such proposals, virtually or by proxy by the MDC Canada Shareholders, voting together as a single class, and (ii) at least a majority of the votes cast on such proposals, virtually or by proxy by the MDC Canada Shareholders, excluding the votes attached to MDC Canada Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, with each class of MDC Canada Shares voting separately as a class.

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Corporate Governance Protections. The Transaction Agreement contains various corporate governance provisions that provided protections for the MDC Canada Shareholders, including:

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The Continuing Independent Directors will serve as directors on the Combined Company Board and the Combined Company has agreed to cause such directors to be nominated at the Combined Company’s next two annual meetings following completion of the Proposed Transactions.

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11

 

•

The Combined Company’s audit committee will be comprised exclusively of the Continuing Independent Directors.

​

•

During the Restricted Period, the Transaction Agreement generally will prohibit the Combined Company from entering into (i) certain related party transactions without the approval of a majority of the independent directors serving on the Combined Company Board and (ii) any proposed business combinations involving Stagwell or its affiliates without (A) the approval of Combined Company Shareholders representing a “majority of the minority” of the voting power of the Combined Company and (B) the creation of a special committee of independent directors with authority similar to that of the MDC Special Committee.

​

•

Alternative Proposal. The Transaction Agreement does not prevent a third party from making an unsolicited Alternative Proposal, and subject to compliance with the terms of the Transaction Agreement, at any time prior to receipt of the Required Shareholder Approvals, each of the MDC Special Committee and the MDC Board is not precluded from considering and responding to an unsolicited Alternative Proposal that the MDC Special Committee or the MDC Board, as applicable, determines in its good faith judgment, after consultation with its financial advisor and outside legal counsel, is or is reasonably likely to lead to a Superior Proposal, as further described under “The Transaction Agreement.”

​

•

Goldman Letter Agreement. On December 21, 2020, MDC and BSPI entered into the Goldman Letter Agreement, pursuant to which, among other things, BSPI consented to the Proposed Transactions and agreed to vote its MDC Canada Series 4 Shares in favor of the Transaction Proposals, subject to entry with MDC into a definitive agreement reflecting revised terms of MDC’s issued and outstanding MDC Canada Series 4 Shares.

​

•

Consent by Holders of Senior Notes: On December 21, 2020, MDC entered into separate consent and support agreements with holders of more than 50% of the aggregate principal amount of the Senior Notes.

​

•

Limited conditions and requirements for completion of the Proposed Transactions. The obligation of Stagwell to complete the Proposed Transactions is subject to a limited number of conditions, which the MDC Special Committee believes are reasonable under the circumstances.

​

•

Dissent Rights. Registered MDC Canada Shareholders who do not vote in favor of the Redomiciliation Proposal will have the right to exercise Dissent Rights and be paid fair value by MDC for all, but not less than all, of the MDC Canada Shares beneficially owned by each such registered MDC Canada Shareholder pursuant to the proper exercise of Dissent Rights in accordance with the CBCA. See “Dissenters’ and Appraisal Rights — Dissenters’ Rights.”

​

•

Appraisal Rights. Appraisal rights will be available to holders of MDC Canada Class B Common Shares and MDC Canada Preferred Shares in connection with the MDC Merger only under the circumstances set forth in Section 262 of the DGCL and subject to their compliance with the requirements of Section 262. See “Dissenters’ and Appraisal Rights — Appraisal Rights.”

​

•

Additional Factors: The MDC Special Committee also considered the following additional factors (i) the Stagwell 2019 Sale Process and the MDC Board and MDC Special Committee’s broader consideration of strategic alternatives in 2018 and 2019, (ii) the historical stock prices of MDC and the business outlook, (iii) the extensive due diligence review of the businesses of the Stagwell Subject Entities, (iv) the negotiated increase in the pro forma ownership of the pre-transaction MDC Canada Shareholders from the initial terms of the Stagwell Proposal, (v) the consideration adjustment mechanisms relating to the Stagwell Restructuring and (vi) the negotiation of a lock-up period on Stagwell’s ability to effect a Paired Interest Exchange.

​

Q:

Does the MDC Board recommend that I vote FOR the Transaction Proposals and the Compensation Proposal?

​

A:

Yes. The MDC Board (other than Mark Penn (who abstained because he controls and has an ownership interest in Stagwell), Charlene Barshefsky (who abstained because she was initially nominated to the MDC Board by Stagwell) and Bradley Gross (who abstained because he is a Managing Director of

​

 

12

 

Goldman Sachs) who abstained from voting on or participating in any deliberations with respect to the Proposed Transactions) unanimously, at its meeting on December 21, 2020, acting upon the unanimous recommendation of the MDC Special Committee, (i) determined that it is in the best interests of MDC and the MDC Canada Shareholders (other than Mark Penn, Stagwell, Goldman Sachs and their respective affiliates (other than MDC and its subsidiaries) (the “Interested Shareholders”)) to enter into the Transaction Agreement and consummate the Proposed Transactions, (ii) approved the execution, delivery and performance by MDC of the Transaction Agreement and the A&R OpCo Operating Agreement, the Registration Rights Agreement, the Tax Receivables Agreement, the Information Rights Letter Agreement, (the “Related Agreements”) the Goldman Letter Agreement, and the Stagwell Letter Agreement (together with the Related Agreements, the “Ancillary Agreements”) and the consummation of the Proposed Transactions and (iii) resolved to recommend that the MDC Canada Shareholders vote for the Proposals.

Acting upon the unanimous recommendation of the MDC Special Committee, the MDC Board (other than Mark Penn, Charlene Barshefsky and Bradley Gross (collectively, the “Interested Directors”), who each abstained from voting on, or participating in any deliberations of the MDC Board with respect to the Proposed Transactions) recommends that the MDC Canada Shareholders vote their MDC Canada Shares:

•

FOR the Redomiciliation Proposal;

​

•

FOR the Business Combination Proposal;

​

•

FOR the MDC Delaware Proxy Proposal;

​

•

FOR the Series 6 Supervoting Proposal;

​

•

FOR the Stagwell Issuance Proposal; and

​

Additionally, the MDC Board (with the Interested Directors abstaining) recommends the MDC Canada Shareholders vote their MDC Canada Shares:

•

FOR the Compensation Proposal.

​

Q:

Are there conditions to the consummation of the Proposed Transactions?

​

A:

Yes. Consummation of the Proposed Transactions is subject to a number of conditions, including:

​

•

The receipt of the Required Shareholder Approvals;

​

•

The expiration or termination of any waiting period applicable to the Proposed Transactions under applicable antitrust or competition laws in the United States;

​

•

The satisfaction or deemed satisfaction of the Minister of Canadian Heritage under the Investment Canada Act that the Proposed Transactions are likely to be of “net benefit to Canada” for purposes of the Investment Canada Act;

​

•

The approval for listing on NASDAQ of the Combined Company Class A Common Shares;

​

•

The termination of the MDC Credit Agreement;

​

•

The consents and waivers set forth in the Goldman Letter Agreement and the Stagwell Letter Agreement (each as defined below) not having been rescinded or modified and remaining in full force and effect;

​

•

the absence since the date of the Transaction Agreement of any fact, circumstance, occurrence, event, development, change or condition that, individually or in the aggregate, have had or would reasonably be expected to have a material adverse effect (as defined under “The Transaction Agreement — Representations and Warranties”) on MDC or Stagwell; and

​

•

other customary conditions.

​

For a description of the material conditions precedent to the Proposed Transactions, see “The Transaction Agreement — Description of the Transaction Agreement — Conditions to Completion of the Proposed Transactions.”

 

13

 

Q:

When will the Proposed Transactions be consummated?

​

A:

The Company currently expects that the Proposed Transactions will be consummated in the first half of 2021, subject to the conditions described above and the other conditions set out in the Transaction Agreement. The Company cannot predict, however, the actual dates on which the Proposed Transactions will be consummated, or whether they will be consummated, because the Proposed Transactions are subject to factors beyond the Company’s and Stagwell’s control, including whether or when the required regulatory approvals will be received. See “The Transaction Agreement — Description of the Transaction Agreement — Completion of the Proposed Transactions.”

​

Q:

What happens if the Proposed Transactions are not consummated?

​

A:

If the Proposed Transactions are not consummated, the Redomiciliation will not occur, the Stagwell Contributions will not occur and the MDC Canada Shareholders will not receive any Combined Company Shares. Instead, MDC and Stagwell will remain independent companies and the MDC Canada Class A Common Shares will continue to be listed and traded on NASDAQ. Under specified circumstances, MDC may be required to pay to Stagwell a fee with respect to the termination of the Transaction Agreement, as described under “The Transaction Agreement — Termination of the Transaction Agreement; Termination Fee.”

​

Q:

How will the directors and executive officers of the Company vote?

​

A:

The directors and executive officers of the Company are in favor of the Proposed Transactions and are expected to vote FOR the Transaction Proposals and the Compensation Proposal. The MDC Canada Shares held by Mark Penn and Bradley Gross, each a director of the Company, will be excluded from the “majority of the minority” ​(disinterested MDC Canada Shareholders) votes for each class of MDC Canada Share required under MI 61-101 to approve the Redomiciliation Proposal and the Business Combination Proposal (unless relief or approval is obtained from the applicable securities regulatory authorities to permit voting as a single class).

​

As of the close of business on [           ], 2021, the directors and executive officers of the Company had the right to vote approximately (i) [      ] MDC Canada Class A Common Shares, representing approximately [      ]% of the MDC Canada Class A Common Shares then issued and outstanding and entitled to vote at the Meeting, (ii) [      ] MDC Canada Class B Common Shares, representing approximately [      ]% of the MDC Canada Class B Common Shares then issued and outstanding and entitled to vote at the Meeting, (iii) [      ] MDC Canada Series 4 Shares, representing approximately [      ]% of the MDC Canada Series 4 Shares then issued and outstanding and entitled to vote at the Meeting, and (iv) [      ] MDC Canada Series 6 Shares, representing approximately [      ]% of the MDC Canada Series 6 Shares then issued and outstanding and entitled to vote at the Meeting.

Mark Penn directly holds 574,051 MDC Canada Class A Common Shares, of which 549,051 are shares of unvested restricted stock that are not scheduled to vest until December 31, 2022 subject to continued employment. The Stagwell Group directly holds 115,000 MDC Canada Class A Common Shares. Stagwell Agency Holdings LLC (“Stagwell Holdings”) directly holds 14,285,714 MDC Canada Class A Common Shares. The Stagwell Group is the manager of Stagwell Holdings, and Mark Penn controls and has an ownership interest in The Stagwell Group; thus, without taking into account any conversion of the MDC Canada Series 6 Shares, Mark Penn is deemed to control an aggregate of the votes attached to 14,425,714 MDC Canada Class A Common Shares representing approximately [           ]% of the MDC Canada Class A Common Shares then issued and outstanding and entitled to vote at the Meeting. In addition, Stagwell Holdings holds all of the 50,000 issued and outstanding MDC Canada Series 6 Shares. The aggregate liquidation preference of the MDC Canada Series 6 Shares at December 31, 2020 was $57,651,257, subject to an 8% accretion, compounded quarterly until March 14, 2024. The current conversion price is $5.00 per MDC Canada Series 6 Share, subject to customary anti-dilution protection, and therefore, the MDC Canada Series 6 Shares held by Stagwell Holdings would be convertible into 11,530,251 MDC Canada Class A Common Shares. However, MDC Canada Series 6 Shares are not convertible into MDC Canada Class A Common Shares to the extent

 

14

 

that, upon conversion into MDC Canada Class A Common Shares, the holder thereof and its affiliates will beneficially hold more than 19.9% of the Company’s outstanding common shares or voting power, unless such conversion is in connection with and subject to completion of (A) a public sale of the Company Class A Common Shares to be issued upon such conversion, if following consummation of such public sale such holder will not beneficially own in excess of 19.9% of the then outstanding Company Class A Common Shares or (B) a bona fide third party tender offer for the MDC Canada Class A Common Shares issuable thereupon.

Bradley Gross is a Managing Director of Goldman Sachs & Co. LLC (“Goldman Sachs”), which exercises the authority of Broad Street Principal Investments, L.L.C. (“BSPI”). BSPI holds all of the 95,000 issued and outstanding MDC Canada Series 4 Shares. The aggregate liquidation preference of the MDC Canada Series 4 Shares at December 31, 2020 was $128,539,399, subject to an 8% accretion, compounded quarterly until March 7, 2022. The current conversion price is $7.42 per MDC Canada Series 4 Share, subject to customary anti-dilution protection, and therefore, the MDC Canada Series 4 Shares held by BSPI would be convertible into 17,323,369 MDC Canada Class A Common Shares. However, MDC Canada Series 4 Shares are not convertible into MDC Canada Class A Common Shares to the extent that, upon conversion into MDC Canada Class A Common Shares, the holder thereof and its affiliates will beneficially hold more than 19.9% of the Company’s outstanding common shares or voting power, unless such conversion is in connection with and subject to completion of (A) a public sale of the Company Class A Common Shares to be issued upon such conversion, if following consummation of such public sale such holder will not beneficially own in excess of 19.9% of the then outstanding Company Class A Common Shares or (B) a bona fide third party tender offer for the Common Class A Common Shares issuable thereupon.

Following the Closing, it is anticipated that the Combined Company Series 4 Shares will be cancelled and replaced on a one-to-one basis with Series 8 preferred shares of the Combined Company (the “Combined Company Series 8 Shares”). The terms of the Combined Company Series 8 Shares are expected to be the same as those of the Combined Company Series 4 Shares, except that (i) the conversion price will be reduced to $5.00, (ii) the accretion rate will be 8.00% and from and after March 7, 2022 through March 14, 2024, the accretion rate will be 6.00%, and from and after March 15, 2024, the accretion rate will be 0% per annum and the base liquidation preference per convertible preference share will not increase during any period subsequent to March 14, 2024, and (iii) the holders of a majority of the Combined Company Series 8 Shares must approve (A) an increase or decrease in the number of authorized shares of a class or series having rights or privileged equal or superior to the Combined Company Series 8 Shares, (B) an exchange, replacement, reclassification or cancellation of all or part of the Combined Company Series 8 Shares, (C) an amendment, alteration, change, or repeal of any of the rights or privileges of the Combined Company Series 8 Shares or any series or shares having rights or privileges equal or superior to the Combined Company Series 8 Shares, (D) the creation or authorization of a new class or series of shares having rights or privileges equal to or superior to the Combined Company Series 8 Shares, (E) any constraint on the issuance, transferability, or ownership of the Combined Company Series 8 Shares, or (F) any of the foregoing with respect to the Series 8 preferred units of OpCo.

Q:

Will the Combined Company Class A Common Shares be listed on an exchange?

​

A:

Yes. The Combined Company Class A Common Shares will be listed on NASDAQ.

​

Q:

Who is the transfer agent for MDC Canada Common Shares and the exchange agent for the Proposed Transactions?

​

A:

AST Trust Company (Canada) (“AST”) is the transfer agent for MDC Canada Common Shares and will be the exchange agent for the Proposed Transactions.

​

Q:

If the Proposed Transactions are approved, do I have to take any action to transfer my MDC Canada Shares and receive New MDC Canada Shares?

​

A:

Yes. Each MDC Canada Class A Common Share, MDC Canada Class B Common Share, MDC Canada Series 4 Share and MDC Canada Series 6 Share issued and outstanding immediately prior to

​

 

15

 

the Redomiciliation Effective Date will for all purposes be deemed to be one issued and outstanding, fully paid and nonassessable MDC Delaware Class A Common Share, MDC Delaware Class B Common Share, MDC Delaware Series 4 Share and MDC Delaware Series 6 Share, respectively, without any action required on the part of the Company or the holders thereof. Any stock certificate that, immediately prior to the Effective Date, represented a MDC Canada Class A Common Share, MDC Canada Class B Common Share, MDC Canada Series 4 Share or MDC Canada Series 6 Share, will, from and after the Redomiciliation, automatically and without the necessity of presenting the same for exchange, represent one MDC Delaware Class A Common Share, MDC Delaware Class B Common Share, MDC Delaware Series 4 Share and MDC Delaware Series 6 Share, respectively.

   

Following the Redomiciliation, upon effectiveness of the MDC Reorganization, your MDC Delaware Shares will be converted into the right to receive New MDC Canada Shares that will be issued to you in uncertificated book-entry form. MDC Canada and MDC Delaware share certificates outstanding immediately prior to the effective time of the MDC Reorganization will no longer be evidence of title of MDC Canada Shares or MDC Delaware Shares represented by such certificates, and following the MDC Reorganization, will only represent the right to receive a corresponding number of uncertificated book-entry shares of New MDC. Our transfer agent, AST, will request that you return such stock certificates for cancellation, together with a properly completed and executed letter of transmittal, in exchange for shares of New MDC following completion of the MDC Reorganization. MDC Canada Shares or MDC Delaware Shares held in “street name” through a bank, broker, custodian or other nominee will be automatically exchanged for uncertificated book-entry shares of New MDC without any action required on the part of the beneficial holder of such ordinary shares.

​

Q:

What is the effect of the Proposed Transactions on the Company Debt?

​

A:

In connection with the Proposed Transactions, the Company will (i) terminate the MDC Credit Agreement at or prior to the Closing and (ii) either (A) the amendments and waivers to the Debt Indenture contemplated by the Consent Solicitation will be operative or (B) the Senior Notes will have been refinanced with the proceeds of further notes, debt instruments or any other sources of funding that is sufficient to refinance in full, satisfy, discharge or otherwise retire, the Senior Notes (the “Senior Note Refinancing”). At the Closing, it is anticipated that OpCo shall accede to the Stagwell Credit Agreements.

​

Q:

How will the Proposed Transactions affect the public disclosure the Company provides to its shareholders?

​

A:

Upon completion of the Proposed Transactions, the Combined Company will be subject to the same reporting requirements of the SEC, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of NASDAQ as the Company was before the Proposed Transactions. The Combined Company will be required to file periodic reports with the SEC on Forms 10-K, 10-Q and 8-K and comply with the proxy rules applicable to domestic issuers, as currently required of the Company. The Combined Company will also continue to be a reporting issuer in each of the provinces of Canada where the Company is currently a reporting issuer. In accordance with applicable Canadian securities laws, and consistent with current practice of the Company, following the Proposed Transactions the Combined Company will continue to file with the relevant Canadian securities regulatory authorities copies of its documents filed with the SEC under the U.S. Exchange Act in order to meet its Canadian continuous disclosure obligations and will continue to comply with all other applicable Canadian provincial securities laws. As a result, of Stagwell and its affiliates controlling a majority of the voting power of the Combined Company’s outstanding voting capital stock following the completion of the Proposed Transactions, the Combined Company will be a “controlled company” under NASDAQ rules. As a controlled company, the Combined Company will be exempt from certain NASDAQ corporate governance requirements. While the Company does not expect the Combined Company to rely on any of these exemptions, the Combined Company will be entitled to do so for as long as it will be considered a “controlled company.” See “Risk Factors — Risks Relating to the Combined Company after Completion of the Proposed Transactions — Following the completion of the Proposed Transactions, the Combined Company will be a “controlled company” under NASDAQ rules.”

​

Q:

What happens to outstanding MDC Incentive Awards in connection with the Proposed Transactions?

​

A:

Following the completion of the Proposed Transactions, each holder of MDC Incentive Awards will

​

 

16

 

hold the same number of MDC Incentive Awards as the number of MDC Incentive Awards such holder held immediately prior to the Redomiciliation Effective Time, except that the security referenced under or issuable upon exercise or settlement of each such Combined Company Incentive Award will be Combined Company Common Shares (or, as applicable, the cash equivalent) rather than MDC Canada Common Shares (or, as applicable, the cash equivalent). Except for the foregoing, following the completion of the Proposed Transactions, each MDC Incentive Award will continue to be governed by the same terms and conditions as were applicable to such MDC Incentive Award immediately prior to the Redomiciliation Effective Time.

For a more complete description of the treatment of the MDC Incentive Awards held by MDC’s directors and executive officers in connection with the Proposed Transactions, see “The Proposed Transactions — Interests of MDC’s Directors and Executive Officers in the Proposed Transactions” beginning on page 200 of this Proxy Statement/Prospectus.

Q:

Are there risks associated with the Proposed Transactions?

​

A:

Yes. The material risks and uncertainties associated with the Proposed Transactions are discussed in the section entitled “Risk Factors” beginning on page 51 and the section entitled “Cautionary Statement Concerning Forward-Looking Statements” beginning on page 78. Those risks include, among others, the possibility that the Proposed Transactions may not be completed, the possibility that MDC may fail to realize the anticipated benefits of the Proposed Transactions, the risk that the Redomiciliation may give rise to significant Canadian corporate tax, the uncertainty that MDC will be able to integrate Stagwell successfully and the risk that the Combined Company will be required to make substantial payments pursuant to the Tax Receivables Agreement and such payments may make the Combined Company a less attractive target to potential acquirers due to the amounts that would be payable to Stagwell in change of control transactions pursuant to the Tax Receivables Agreement.

​

Q:

What are the material income tax consequences of the Proposed Transactions to MDC Canada Shareholders?

​

A:

The following are the material income tax consequences:

​

Canadian Federal Income Tax Considerations for MDC Canada Shareholders

MDC Canada does not anticipate that the Proposed Transactions should result in tax, for Canadian federal income tax purposes, to MDC Canada Common Shareholders (other than those who exercise Dissent Rights or elect to recognize a gain on the MDC Merger), as further described under the heading “Certain Canadian Federal Income Tax Considerations For MDC Canada Shareholders”.

Resident Holders are strongly urged to review the section below entitled “Certain Canadian Federal Income Tax Considerations For MDC Canada Shareholders” and to consult with their own tax advisors regarding the Canadian income tax treatment of the Proposed Transactions to them in their particular circumstances, as well as the tax consequences to them of the ownership and disposition of Combined Company Shares following completion of the Proposed Transactions.

U.S. Federal Income Tax Considerations for MDC Canada Shareholders

The Proposed Transactions, and specifically, the Redomiciliation, may trigger U.S. federal income tax for U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations for MDC Canada Shareholders”). In general, subject to the potential application of the PFIC rules (as described in “Material U.S. Federal Income Tax Considerations for MDC Canada Shareholders — U.S. Tax Consequences of the Redomiciliation to U.S. Holders — Passive Foreign Investment Company Status”), U.S. Holders who own MDC Canada Shares with a fair market value of at least $50,000 at the time of the Redomiciliation will be taxed on the built-in gain (if any) in their MDC Canada Shares (unless they elect to include the “all earnings and profits amount”). See “Material U.S. Federal Income Tax Considerations for MDC Canada Shareholders” below for more information regarding certain U.S. federal income tax considerations relevant to such U.S. Holders and the election described above. Notwithstanding the above, special rules apply to 10% U.S. Shareholders (as defined in “Material U.S.

 

17

 

Federal Income Tax Considerations for MDC Canada Shareholders”). 10% U.S. Shareholders should consult their own tax advisors regarding the U.S. federal and other applicable tax consequences of the Proposed Transactions to them in light of their particular circumstances.

Non-U.S. Holders (as defined in “Material U.S. Federal Income Tax Considerations for MDC Canada Shareholders”) generally should not be subject to U.S. federal income tax in respect of the Proposed Transactions, unless they have certain connections to the United States (see “Material U.S. Federal Income Tax Considerations for MDC Canada Shareholders” below for more information). However, depending on their particular circumstances (including their jurisdiction of fiscal residence), Non-U.S. Holders may be subject to non-U.S. taxes in respect of the Proposed Transactions.

The brief U.S. tax summary provided above is qualified in its entirety by the section “Material U.S. Federal Income Tax Considerations for MDC Canada Shareholders” below, which provides a summary of the principal U.S. federal income tax considerations generally relevant to (a) U.S. Holders and Non-U.S. Holders participating in the Proposed Transactions, and (b) the ownership and disposition of Combined Company Shares received pursuant to the Proposed Transactions. MDC Canada Shareholders are urged to consult with and rely on their own tax advisors to determine the particular tax consequences to them of the Proposed Transactions as well as the tax consequences of the ownership and disposition of Combined Company Shares received pursuant to the Proposed Transactions.

Q:

What are the corporate tax consequences of the Proposed Transactions?

​

A:

The following are the corporate tax consequences:

​

Canadian Federal Income Tax Considerations

The Redomiciliation will cause the Company to cease to be resident in Canada for purposes of the Canadian Tax Act and as a result the Company’s taxation year will be deemed to have ended immediately prior to the Redomiciliation. Immediately prior to this deemed year end, the Company will be deemed to have disposed of each of its properties for proceeds of disposition equal to the fair market value of such properties at that time and will be deemed to have reacquired such properties at a cost amount equal to that fair market value. The Company will be subject to income tax under Part I of the Canadian Tax Act on any income and net taxable capital gains which arise as a result of this deemed disposition (after the utilization of any available capital losses or non-capital losses).

The Company will also be subject to an additional “emigration tax” under Part XIV of the Canadian Tax Act on the amount, if any, by which the fair market value (immediately before the Company’s deemed year end resulting from the Redomiciliation), of all of its properties, exceeds the total amount of certain of its liabilities and the paid-up capital (determined for purposes of the emigration tax), of all the issued and outstanding shares of MDC Canada immediately before the deemed year end. This additional tax is generally payable at the rate of 25% but is expected to be reduced to 5% under the Canada-United States Tax Convention.

The quantum of Canadian federal income tax payable by the Company as a result of the Redomiciliation will depend upon a number of considerations including the fair market value of its properties, the amount of its liabilities, the Canada-U.S. dollar exchange rate, its shareholder composition, as well as certain Canadian tax attributes, accounts and balances of the Company, each as of the Redomiciliation Effective Time. Prior to the Redomiciliation Effective Time, there is no certainty that the fair market value of the properties of the Company will not increase, and there is no certainty that the estimated fair market value of the properties of the Company or the amounts of its relevant tax attributes will be accepted by Canadian federal tax authorities, which may result in additional taxes payable as a result of the Redomiciliation. Additionally, it is possible that valuations and implied valuations of the Company’s property are made available which may be relevant in assessing the potential Canadian tax costs of the Redomiciliation. As a result, the quantum of Canadian tax payable by the Company in connection with the Redomiciliation may significantly exceed the Company’s estimates that are reflected in the pro forma financial statements, i.e., approximately $21 million. For more information regarding the Company’s estimates of the Canadian tax payable and the underlying assumptions related thereto, see the section entitled “Unaudited Pro Forma Condensed Consolidated Financial Information”.

 

18

 

 

among other things, Stagwell Holdings has agreed to vote all of its MDC Canada Series 6 Shares in favor of the Transaction Proposals. The Stagwell Letter Agreement is attached as Annex D to this Proxy Statement/Prospectus.

BSPI, which held 100% of the MDC Canada Series 4 Shares as of [           ], 2021, entered into an agreement with MDC (the “Goldman Letter Agreement”), pursuant to which, among other things, BSPI has agreed to vote all of its MDC Canada Series 4 Shares in favor of the Transaction Proposals. The Goldman Letter Agreement is attached as Annex E to this Proxy Statement/Prospectus.

Q:

What is the quorum for the Meeting?

​

A:

In order for business to be conducted at the Meeting, a quorum must be present. A quorum for the transaction of business at the Meeting is not less than (i) 33 1/3% of the MDC Canada Common Shares, MDC Canada Series 4 Shares and MDC Canada Series 6 Shares, together as a single class, and (ii) a majority of the MDC Canada Series 4 Shares and MDC Canada Series 6 Shares, as separate classes, entitled to vote at the Meeting, represented either virtually or by proxy. If you submit a properly executed form of proxy, attached hereto as Annex F or vote by telephone or the Internet, you will be considered part of the quorum.

​

Q:

How do I vote my MDC Canada Shares?

​

A:

MDC Canada Common Shareholders whose MDC Canada Shares are registered in their names may vote in the following ways:

​

•

Internet: Visit www.astvotemyproxy.com and follow the instructions. You will need your 13-digit control number on the back of the proxy form.

​

•

Telephone: Call 1-888-489-5760 from a touch-tone phone and follow the voice instructions. You will need your 13-digit control number on the back of the proxy form. You cannot appoint a proxyholder via the telephone voting system.

​

•

Email: proxyvote@astfinancial.com.

​

•

Mail: Complete, sign and date your proxy form and return it in the business-reply envelope included in your package.

​

•

Fax: Complete, sign and date your proxy form and fax both sides of the proxy form to 1-866-781-3111 (toll free in North America) or 1-416-368-2502 (outside of North America).

​

•

Virtually: Attend the Meeting and vote virtually at [           ] by clicking “I have a control number” and then entering your unique 13-digit control number located on your form of proxy and the password “[           ]” ​(case-sensitive).

​

If your MDC Canada Shares are not registered in your name, but are held in the name of a nominee (usually a broker, bank, trust company or other intermediary), you should have received a package of materials from your nominee and you should follow the instructions therein. In addition, beneficial MDC Canada Shareholders may be contacted by Kingsdale to conveniently vote directly over the telephone using Broadridge’s QuickVoteTM service. Beneficial MDC Canada Shareholders who wish to attend the Meeting virtually and indirectly vote their MDC Canada Shares may only do so as proxyholder for the registered MDC Canada Shareholder.

Due to the continuing public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our employees and shareholders, the Company has decided that the Meeting will be held solely by means of remote communication as a virtual meeting. A virtual Meeting enables registered MDC Canada Common Shareholders and duly appointed proxyholders to join us online, listen to the Meeting, ask questions and receive answers online, and vote online at [           ] by clicking “I have a control number” and then entering your unique 13-digit control number located on your form of proxy and the password “[           ]” ​(case-sensitive). MDC Canada Common Shareholders and duly appointed proxyholders will have the ability to submit questions during the Meeting via the Meeting website.

 

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Q:

What is a proxy?

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A:

A proxy is your legal designation of another person, referred to as a “proxyholder”, to vote your MDC Canada Shares. The document used to designate a proxyholder to vote your MDC Canada Shares is called a “form of proxy.” The “form of proxy” for the Transaction Proposals and the Compensation Proposal is attached hereto as Annex F. The form of the MDC Delaware Proxy is attached hereto as Annex C.

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Q:

Can I appoint someone other than the person(s) designated by management of the Company to vote my MDC Canada Shares?

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A:

Yes. If you are appointing a proxyholder other than the representatives of management of the Company whose names are on the proxy, YOU MUST return your proxy to AST Trust Company (Canada) (“AST”) AND register your proxyholder by contacting AST at 1-866-751-6315 (within North America) or 212-235-5754 (outside North America), and provide AST with the required information for your proxyholder before proxy cut-off so that AST may provide the proxyholder with a Control Number. This Control Number will allow your proxyholder to log in to and vote at the Meeting online. WITHOUT A CONTROL NUMBER, YOUR PROXYHOLDER WILL NOT BE ABLE TO VOTE OR ASK QUESTIONS AT THE MEETING. THEY WILL ONLY BE ABLE TO ATTEND THE MEETING ONLINE AS A GUEST.

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Registered MDC Canada Shareholders must also provide AST Trust Company (Canada) with their duly completed legal proxy if they wish to vote at the meeting or appoint a third party as their proxyholder. Legal proxies should be returned to AST Trust Company (Canada), Attention: Proxy Department, P.O. Box 721, Agincourt, Ontario M1S 0A1 or e-mail to proxyvote@astfinancial.com and must be labeled “Legal Proxy”. In addition, YOU MUST contact AST by phone at 1-866-751-6315 (within North America) or 212-235-5754 (outside North America) before proxy cut-off so that AST may provide the proxyholder with a control number. This control number will allow you to log in and vote at the meeting. Without a control number you will only be able to log in to the meeting as a guest and will not be able to vote.

Q:

If I am not going to attend the Meeting, should I return my form of proxy or otherwise vote my MDC Canada Shares?

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A:

Yes. Completing, signing, dating and returning the form of proxy by mail or fax, submitting a proxy by calling the toll-free number shown on the form of proxy or submitting a proxy by visiting the website shown on the form of proxy ensures that your MDC Canada Shares will be represented and voted at the Meeting, even if you otherwise do not attend.

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Q:

What is the deadline to provide my proxy?

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A:

To be valid your proxy must be received by our transfer agent, AST Trust Company (Canada) (“AST”), Attn: Proxy Department, P.O. Box 721, Agincourt, Ontario, M1S 0A1, by fax 1-866-781-3111 (toll-free North America) or 416-368-2502, by e-mail at proxyvote@astfinancial.com, by internet voting at www.astvotemyproxy.com, or by telephone voting at 1-888-489-5760 no later than [           ] [a.m./p.m.] on [           ], 2021 or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in Canada and the U.S.) before the time of the adjourned or postponed Meeting.

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The Company reserves the right to accept late proxies and to waive the proxy deadline, with or without notice, but is under no obligation to accept or reject any particular late proxy.

Q:

Can I change or revoke my vote?

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A:

Yes. If your MDC Canada Shares are registered in your name, you can change or revoke a previously delivered vote in the following ways:

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by written instrument executed by the shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized, and

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deposited at [           ], not later than [           ] [a.m./p.m.] on [           ], 2021 (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in Canada and the U.S.) before the adjourned or postponed Meeting) or with the Chairman of the Meeting on the day of the Meeting or any adjournment or postponement thereof.

•

Submit a later-dated, new proxy card, which must be received by [           ] [a.m./p.m.] on [           ], 2021 (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in Canada and the U.S.) before the adjourned or postponed Meeting), in which case only the later-dated proxy is counted and the earlier proxy is revoked.

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Submit a proxy via the Internet or by telephone at a later date, which must be received by [           ] [a.m./p.m.] on [           ], 2021 (or, if the Meeting is adjourned or postponed, at least 48 hours (excluding Saturdays, Sundays and statutory holidays in Canada and the U.S.) before the adjourned or postponed Meeting), in which case only the later-dated proxy is counted and the earlier proxy is revoked.

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Attend the Meeting and vote virtually; attendance at the Meeting will not, however, in and of itself, constitute a vote or revocation of a prior proxy.

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Beneficial owners of MDC Canada Shares may change their voting instruction by submitting new voting instructions to the brokers, banks or other nominees that hold their shares of record or by requesting a proxy issued in their own name from such broker, bank or other nominee and voting virtually at the Meeting.

Q:

If my MDC Canada Shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee automatically vote my shares for me?

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A:

No. If your MDC Canada Shares are held in the name of a broker, bank or other nominee, you will receive separate instructions from your broker, bank or other nominee describing how to vote your shares. Please check with your broker, bank or other nominee and follow the voting procedures provided by your broker, bank or other nominee on your voting instruction form.

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You should instruct your broker, bank or other nominee how to vote your MDC Canada Shares. Under the rules applicable to broker-dealers, your broker, bank or other nominee does not have discretionary authority to vote your shares in respect of the Transaction Proposals. A so-called “broker non-vote” results when banks, brokers and other nominees return a valid proxy voting upon a matter or matters for which the applicable rules provide discretionary authority but do not vote on a particular proposal because they do not have discretionary authority to vote on the matter and have not received specific voting instructions from the beneficial owner of such shares. The Company does not expect any broker non-votes at the Meeting because the rules applicable to banks, brokers and other nominees only provide brokers with discretionary authority to vote on proposals that are considered routine, whereas the Transaction Proposals are considered non-routine. As a result, no broker will be permitted to vote your MDC Canada Shares at the Meeting with respect to the Transaction Proposals without receiving instructions.

Q:

What is householding and how does it affect me?

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A:

The SEC permits companies to send a single set of proxy materials to any household at which two or more stockholders reside, unless contrary instructions have been received, but only if the applicable company provides advance notice and follows certain procedures. In such cases, each stockholder continues to receive a separate notice of the meeting and proxy card.

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If you hold your MDC Canada Shares in “street name,” your bank, broker or other nominee may have instituted householding. If your household has multiple accounts holding MDC Canada Shares, you may have already received householding notification from your bank, broker or other nominee. Please contact your bank, broker or other nominee directly if you have any questions or require additional copies of this Proxy Statement/Prospectus. The broker will arrange for delivery of a separate copy of this Proxy Statement/Prospectus promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies. Not all banks, brokers or

 

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other nominees may offer the opportunity to permit beneficial owners to participate in householding. If you want to participate in householding and eliminate duplicate mailings in the future, you must contact your bank, broker or other nominee directly.

Q:

Who is making and paying for this proxy solicitation?

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A:

The Company is making this proxy solicitation and will pay for all of the costs of soliciting these proxies. Its directors and certain of its employees may solicit proxies virtually, in person or by telephone, fax or email. The Company will pay these employees and directors no additional compensation for these services. The Company has retained the services of Kingsdale Advisors as its strategic shareholder advisor and proxy solicitation agent to solicit proxies in Canada and the United States. The Company will deliver proxy-related materials to nominees, custodians and fiduciaries, and they will be asked to promptly forward them to the beneficial (non-registered) MDC Canada Shareholders. The Company will also reimburse such nominees, custodians and fiduciaries for their expenses in sending proxy-related materials to the beneficial (non-registered) MDC Canada Shareholders and obtaining their proxies.

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Q:

Are MDC Canada Shareholders entitled to Dissent Rights?

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A:

Dissent rights will be available to MDC Canada Shareholders only in connection with the Redomiciliation Proposal in accordance with the provisions under the CBCA. Registered holders of MDC Canada Shares are entitled to Dissent Rights only if they strictly follow the procedures specified in the CBCA. Persons who are beneficial owners of MDC Canada Shares registered in the name of an intermediary who wish to dissent should be aware that only registered MDC Canada Shareholders are entitled to Dissent Rights. Accordingly, a beneficial owner of MDC Canada Shares desiring to exercise this right must make arrangements for the MDC Canada Shares beneficially owned by such MDC Canada Shareholder to be registered in the MDC Canada Shareholder’s name prior to the time the Dissent Notice is required to be received by the Company, or, alternatively, make arrangements for the registered holder of such MDC Canada Shares to dissent on the MDC Canada Shareholder’s behalf. Registered MDC Canada Shareholders who dissent will have the right to be paid fair value by the Company for all, but not less than all, of the MDC Canada Shares beneficially owned by such holder in accordance with the CBCA, provided that the holder strictly complies with the dissent procedures with respect to the Redomiciliation Proposal and the Redomiciliation becomes effective. See “Dissenters’ and Appraisal Rights”.

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If you wish to exercise Dissent Rights, you should review the requirements summarized in this Proxy Statement/Prospectus carefully and consult with your legal advisor. See “Dissenters’ and Appraisal Rights — Dissenters’ Rights”.

Q:

Are MDC Canada Shareholders entitled to appraisal rights?

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A:

Appraisal rights will be available to holders of MDC Canada Class B Common Shares and MDC Canada Preferred Shares in connection with the MDC Merger only under the circumstances set forth in Section 262 of the DGCL and subject to their compliance with the requirements of Section 262. In order to preserve any appraisal rights that a MDC Canada Shareholder may have, in addition to otherwise complying with the applicable provisions of the DGCL, such MDC Canada Shareholder must not vote in favor of, or consent to, the MDC Delaware Proxy Proposal and must submit a written demand for appraisal in a timely manner in accordance with the applicable provisions of the DGCL.

​

To the extent appraisal rights are available under Delaware law, a MDC Canada Shareholder who properly seeks appraisal and strictly complies with the applicable requirements of the DGCL (a “Dissenting Delaware Stockholder”) will be entitled to receive a cash payment equal to the fair value of his, her or its MDC Delaware Class B Common Shares or MDC Delaware Preferred Shares in connection with the MDC Merger in lieu of the transaction consideration. The “fair value” of MDC Delaware Shares as determined by the Delaware Court of Chancery (the “Court”) could be more or less than, or the same as, the value of the consideration that a Dissenting Delaware Stockholder would otherwise be entitled to receive under the terms of the Transaction Agreement. To seek appraisal, an MDC Canada Shareholder must comply strictly with all of the procedures required under the DGCL, including delivering a

 

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written demand for appraisal to the Company in a timely manner, not voting in favor of, or consenting to, the MDC Merger Proposal and continuing to hold his, her or its shares through the Closing. Failure to comply strictly with all of the procedures required under the DGCL will result in the loss of appraisal rights.

For a further description of the appraisal rights available to MDC Canada Shareholders and the procedures required to exercise such appraisal rights, see “Appraisal Rights” and the provisions of Section 262 of the DGCL that grant appraisal rights and govern such procedures, which are attached as Annex G to this Proxy Statement/Prospectus. If an MDC Canada Shareholder holds shares through a broker, bank or other nominee and the MDC Canada Shareholder wishes to exercise appraisal rights, such stockholder should consult with such stockholder’s broker, bank or other nominee sufficiently in advance of the Meeting to permit such nominee to exercise appraisal rights on such stockholder’s behalf. In view of the complexity of Delaware law, MDC Canada Shareholders who may wish to pursue appraisal rights should promptly consult their legal and financial advisors.

Q:

Who can answer my questions?

​

A:

If you have any questions about the information contained in this Proxy Statement/Prospectus or require assistance in completing your form of proxy or voting instruction form, please contact: Kingsdale Advisors by telephone at 1-877-659-1821 (toll-free in North America) or at 1-416-867-2272 (collect outside North America) or by e-mail at contactus@kingsdaleadvisors.com.

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