MDC PARTNERS INC (Form: 8-K, Received: 07/27/2021 06:04:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 26, 2021

MDC PARTNERS INC.

(Exact name of Registrant as Specified in Its Charter)

Canada		001-13718		98-0364441
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

One World Trade Center, Floor 65, New York, NY 10007

(Address of principal executive offices and zip code)

(646) 429-1800
(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Subordinate Voting Shares, no par value	MDCA	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

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. ¨

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 26, 2021, MDC Partners Inc. (“MDC” or the “Company”) held a special meeting of shareholders (the “Special Meeting”), in connection with the transaction agreement, dated as of December 21, 2020, by and among Stagwell Media LP (“Stagwell”), MDC, New MDC LLC (“New MDC”) and Midas Merger Sub 1 LLC (“Merger Sub”), as amended on June 4, 2021 and July 8, 2021 (the “Transaction Agreement”), pursuant to which, among other things, the Company will merge with certain subsidiaries of Stagwell (the “Transaction”). The terms of the Transaction and the related proposals are described in more detail in the Company’s definitive proxy statement/prospectus filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2021, as supplemented on July 12, 2021 and July 19, 2021 (the “Proxy Statement/Prospectus”).

As of the close of business on May 10, 2021, the record date for the Special Meeting, 78,601,838 shares of the Company Class A Subordinate Voting Shares (“Class A Shares”), 3,743 shares of the Company Class B Voting Shares (“Class B Shares”), 95,000 shares of the Company Series 4 Convertible Preference Shares (“Series 4 Shares”) and 50,000 shares of the Company Series 6 Convertible Preference Shares (“Series 6 Shares”) were outstanding (collectively, the “MDC Shares”). 64,128,850 Class A Shares, 51 Class B Shares, 95,000 Series 4 Shares and 50,000 Series 6 Shares were represented in person or by proxy at the Special Meeting, and therefore a quorum was present.

Each of the matters submitted to a vote of the Company’s shareholders at the Special Meeting was approved by the requisite vote of the Company’s shareholders. The final results of the voting on each matter submitted to shareholders at the Special Meeting are set forth below.

Proposal 1 – A proposal to approve the redomiciliation of MDC from the federal jurisdiction of Canada to the State of Delaware (the “Redomiciliation”, and the redomiciled Company, “MDC Delaware”).

The holders of the outstanding MDC Shares, voting together as a single class, approved the proposal based on the following number of votes:

For		Against
48,186,035		16,088,835

The holders of the outstanding MDC Shares, excluding the votes held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, including Stagwell, Mark Penn, and Bradley Gross, voting together as a single class, approved the proposal based on the following number of votes:

For		Against
33,058,602		16,088,835

Proposal 2 – A proposal to approve the Transaction, other than the Redomciliation, including (i) MDC Delaware’s merger with Merger Sub and conversion into a limited liability company (“OpCo”), and (ii) Stagwell’s contribution of certain equity interest in exchange for 180,000,000 common membership interests of OpCo and 180,000,000 Class C Common Stock of New MDC (the “Stagwell Issuance”).

The holders of the outstanding MDC Shares, voting together as a single class, approved the proposal based on the following number of votes:

For		Against
49,897,961		14,376,909

For		Against
34,770,528		14,376,909

Proposal 3 – A proposal to approve the granting of the proxy in relation to the MDC Delaware common shares and MDC Delaware Series 6 Shares.

The holders of the outstanding shares of Class A Shares, Class B Shares and Series 6 Shares, voting together as a single class, approved the proposal based on the following number of votes:

For		Against
49,822,825		14,357,045

Proposal 4 – A proposal to approve, in accordance with NASDAQ Listing Rule 5635, the issuance of Series 6 Shares, as described in Proposal 3.

The holders of the outstanding shares of Class A Shares and Class B Shares, voting together as a single class, approved the proposal based on the following number of votes:

For		Against
49,750,237		14,379,633

Proposal 5 – A proposal to approve, in accordance with NASDAQ Listing Rule 5635, the Stagwell Issuance, as described in Proposal 2.

The holders of the outstanding shares of Class A Shares and Class B Shares, voting together as a single class, approved the proposal based on the following number of votes:

For		Against
49,686,093		14,443,777

Proposal 6 – A proposal to approve, by non-binding, advisory vote, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the Transaction.

The holders of the outstanding shares of Class A Shares and Class B Shares, voting together as a single class, approved the proposal based on the following number of votes:

For		Against
57,642,821		6,487,049

Item 8.01 Other Events.

On July 26, 2021, MDC issued a notice of conditional full redemption to the holders of MDC’s 7.500% Senior Notes due 2024. A copy of the notice of redemption is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On July 26, 2021, MDC issued a press release announcing certain amendments and waivers set out in the third supplemental indenture dated February 8, 2021 in respect of its 7.500% Senior Notes due 2024 are operative with immediate effect. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This communication may contain certain forward-looking statements (collectively, “forward-looking statements”) within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended and Section 21E of the U.S. Exchange Act and the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” under applicable Canadian securities laws. Statements in this document that are not historical facts, including statements about MDC’s or Stagwell’s beliefs and expectations and recent business and economic trends, constitute forward-looking statements. Words such as “estimate,” “project,” “target,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “should,” “would,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “future,” “assume,” “forecast,” “focus,” “continue,” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section. Such forward-looking statements may include, but are not limited to, statements related to: future financial performance and the future prospects of the respective businesses and operations of MDC, Stagwell and the combined company; information concerning the Transaction; the anticipated benefits of the Transaction; the likelihood of the Transaction being completed; the anticipated outcome of the Transaction; the tax impact of the Transaction on MDC and shareholders of MDC; regulatory and stock exchange approval of the Transaction; and the timing of the implementation of the Transaction. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement, including the risks identified in our filings with the Securities Exchange Commission.

These forward-looking statements are subject to various risks and uncertainties, many of which are outside MDC’s control. Important factors that could cause actual results and expectations to differ materially from those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section entitled “Risk Factors” in the registration statement on Form S-4 filed on February 8, 2021, and as amended on March 29, 2021, April 21, 2021 and April 30, 2021 (the “Form S-4”), under the section entitled “Risk Factors” in the proxy statement/prospectus on Form 424B3 filed on May 10, 2021, as supplemented on July 12, 2021 and July 19, 2021 (together with the Form S-4, the “Proxy Statement/Prospectus”), under the caption “Risk Factors” in MDC’s Annual Report on Form 10-K for the year-ended December 31, 2020 under Item 1A and under the caption “Risk Factors” in MDC’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2021 under Item 1A. These and other risk factors include, but are not limited to, the following:

•

an inability to realize expected benefits of the Transaction or the occurrence of difficulties in connection with the Transaction;

•

adverse tax consequences in connection with the Transaction for MDC, its operations and its shareholders, that may differ from the expectations of MDC or Stagwell, including that future changes in tax law, potential increases to corporate tax rates in the United States and disagreements with the tax authorities on MDC’s determination of value and computations of its tax attributes may result in increased tax costs;

•

the occurrence of material Canadian federal income tax (including material “emigration tax”) as a result of the Transaction;

•

the impact of uncertainty associated with the Transaction on MDC’s and Stagwell’s respective businesses;

•

direct or indirect costs associated with the Transaction, which could be greater than expected;

•

the risk that a condition to completion of the Transaction may not be satisfied and the Transaction may not be completed; and

•

the risk of parties challenging the Transaction or the impact of the Transaction on MDC’s debt arrangements.

You can obtain copies of MDC’s filings under its profile on SEDAR at www.sedar.com, its profile on the SEC’s website at www.sec.gov or its website at www.mdc-partners.com. MDC does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Notice of Redemption, dated as of July 26, 2021, of MDC Partners Inc.
99.2	Operative Time Press Release, dated as of July 26, 2021, of MDC Partners Inc.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 26, 2021

	MDC Partners Inc.

	By:	/s/ FRANK LANUTO
		Frank Lanuto
		Chief Financial Officer

Exhibit 99.1

NOTICE OF CONDITIONAL FULL REDEMPTION TO THE HOLDERS

MDC PARTNERS INC.

7.500% Senior Notes due 2024

Regulation S Notes: CUSIP C5429X AJ5

ISIN USC5429XAJ57

Rule 144A Notes: CUSIP 552697 AQ7

ISIN US552697AQ73

NOTICE IS HEREBY GIVEN THAT, in accordance with Section 5.4 of the indenture dated as of March 23, 2016 (as amended, supplemented, waived or otherwise modified, including by way of a first supplemental indenture dated as of September 16, 2020, a second supplemental indenture dated January 13, 2021, and a third supplemental indenture dated February 8, 2021, the “Indenture”) among MDC Partners Inc. (the “Company”), the Note Guarantors parties thereto and the Trustee, the Company has irrevocably elected to redeem on the Redemption Date all of its outstanding 7.500% Senior Notes due 2024 (the “Notes”) at the Redemption Price (as defined below) (the “Redemption”).

Capitalized terms used herein but not otherwise defined have the meanings ascribed to such terms in the Indenture.

The Redemption Date will be August 20, 2021, provided that, pursuant to Section 5.4(b)(9) of the Indenture, the Company may, in its discretion, delay the date of redemption until such time as any or all Conditions (as defined below) shall be satisfied or waived.

The redemption price will be an amount equal to 101.625% of the outstanding principal amount of the Notes being redeemed (the “Redemption Price”), plus, accrued and unpaid interest on the principal amount of such Notes (the “Redemption Payment”) to but not including the Redemption Date as follows:

Redemption Price, per $1,000 of principal amount of Notes	Accrued and unpaid interest per $1,000 of principal amount of Notes	Redemption Payment per $1,000 of principal amount of Notes
$1016.25	$22.71	$1,038.96

The Company is redeeming all Outstanding Notes.

On the Redemption Date, the Redemption Payment will become due and payable in respect of each Note to be redeemed, and, unless the Company defaults in making the Redemption Payment, that interest on each Note to be redeemed will cease to accrue on and after the Redemption Date.

Holders of the Notes will be paid the Redemption Price upon presentation and surrender of their Notes for redemption at the address of the Paying Agent indicated below. Notes called for redemption must be so surrendered in order to collect the Redemption Price.

BNY Mellon – Corp Trust

Attn: Transfer/Redemptions

2001 Bryan Street 10th Fl.

Dallas, TX 75201

The CUSIP and ISIN numbers in respect of the Notes are set out above. No representation is being made as to the accuracy of the CUSIP or ISIN codes listed on this notice or printed on the Notes.

The Redemption is conditioned upon the issuance by the Company (or its successor, or such affiliate as it may determine) of one or more series of unsecured notes in U.S. Dollars in an aggregate principal amount sufficient to fund the payment of the Redemption Price (the “Condition”). In the Company’s discretion, the Redemption Date may be delayed until such time as the Condition shall be satisfied or waived.

Important Tax Information:

Payments made in redemption of Notes may be subject to information reporting and backup withholding of U.S. federal income tax, currently at a rate of 24%. Certain investors are not subject to these information reporting and backup withholding requirements. To avoid backup withholding, a U.S. taxpayer that does not otherwise establish an exemption should provide an IRS Form W-9, certifying that it is a U.S. person, that the taxpayer identification number provided is correct, and that it is not subject to backup withholding. Failure to provide the correct information on the IRS Form W-9 may subject the U.S. taxpayer to a $50 penalty imposed by the IRS. A non-U.S. taxpayer may be required to provide an IRS Form W-8BEN or IRS Form W-8BENE or other applicable IRS Form W-8, signed under penalties of perjury, attesting to its foreign status. IRS forms may be obtained at the IRS website, www.irs.gov.

Dated: July 26, 2021

MDC Partners Inc.

Exhibit 99.2

FOR IMMEDIATE ISSUE

FOR:	MDC Partners Inc.	CONTACT:	Michaela Pewarski
	One World Trade Center, FL. 65		MDC Partners
	New York, NY 10007		646-429-1812
			mpewarski@mdc-partners.com

MDC Partners Inc. Announces Amendments and Waivers to Notes are Operative

New York, New York (July 26, 2021)— MDC Partners Inc. (the “Issuer”) announced today that the amendments and waivers set out in the third supplemental indenture dated February 8, 2021 (the “Third Supplemental Indenture”) in respect of its its 7.500% Senior Notes due 2024, CUSIP C5429X AJ5 (Regulation S) and 552697 AQ7 (Rule 144A) (the “Notes”) are operative with immediate effect.

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

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

The Company hereby gives notice that the Proposed Amendments and Waivers are operative. The closing of the Proposed Transaction is expected to occur on August 2, 2021.

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

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

About the Issuer

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

Cautionary Statement Regarding Forward-Looking Statements

This communication may contain certain forward-looking statements (collectively, “forward-looking statements”) within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended and Section 21E of the U.S. Exchange Act and the United States Private Securities Litigation Reform Act of 1995, as amended, and “forward-looking information” under applicable Canadian securities laws. Statements in this document that are not historical facts, including statements about the Issuer’s or Stagwell’s beliefs and expectations and recent business and economic trends, constitute forward-looking statements. Words such as “estimate,” “project,” “target,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “should,” “would,” “may,” “foresee,” “plan,” “will,” “guidance,” “look,” “outlook,” “future,” “assume,” “forecast,” “focus,” “continue,” or the negative of such terms or other variations thereof and terms of similar substance used in connection with any discussion of current plans, estimates and projections are subject to change based on a number of factors, including those outlined in this section. Such forward-looking statements may include, but are not limited to, statements related to: future financial performance and the future prospects of the respective businesses and operations of the Issuer, Stagwell and the combined company; information concerning the Proposed Transaction; the anticipated benefits of the Proposed Transaction; the likelihood of the Proposed Transaction being completed; the anticipated outcome of the Proposed Transaction; the tax impact of the Proposed Transaction on the Issuer and shareholders of the Issuer; the timing of the shareholder meeting to approve the Proposed Transaction; the shareholder approvals required for the Proposed Transaction; regulatory and stock exchange approval of the Proposed Transaction; and the timing of the implementation of the Proposed Transaction. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement, including the risks identified in our filings with the Securities and Exchange Commission (the “SEC”).

These forward-looking statements are subject to various risks and uncertainties, many of which are outside the Issuer’s control. Important factors that could cause actual results and expectations to differ materially from those indicated by such forward-looking statements include, without limitation, the risks and uncertainties set forth under the section entitled “Risk Factors” in the registration statement on Form S-4 filed on February 8, 2021, and as amended on March 29, 2021, April 21, 2021 and April 30, 2021 (the “Form S-4”), under the section entitled “Risk Factors” in the proxy statement/prospectus on Form 424B3 filed on May 10, 2021, as amended by the supplement to the proxy statement/prospectus on Form 8-K filed on July 12, 2021 (together with the Form S-4, the “Proxy Statement/Prospectus”), under the caption “Risk Factors” in the Issuer’s Annual Report on Form 10-K for the year-ended December 31, 2020 under Item 1A and under the caption “Risk Factors” in the Issuer’s Quarterly Report on Form 10-Q for the quarter-ended March 31, 2021 under Item 1A. These and other risk factors include, but are not limited to, the following:

an inability to realize expected benefits of the Proposed Transaction or the occurrence of difficulties in connection with the Proposed Transaction;

adverse tax consequences in connection with the Proposed Transaction for the Issuer, its operations and its shareholders, that may differ from the expectations of the Issuer or Stagwell, including that future changes in tax law, potential increases to corporate tax rates in the United States and disagreements with the tax authorities on the Issuer’s determination of value and computations of its tax attributes may result in increased tax costs;

the occurrence of material Canadian federal income tax (including material “emigration tax”) as a result of the Proposed Transaction;

the impact of uncertainty associated with the Proposed Transaction on the Issuer’s and Stagwell’s respective businesses;

direct or indirect costs associated with the Proposed Transaction, which could be greater than expected;

the risk that a condition to completion of the Proposed Transaction may not be satisfied and the Proposed Transaction may not be completed; and

the risk of parties challenging the Proposed Transaction or the impact of the Proposed Transaction on the Issuer’s debt arrangements.

You can obtain copies of the Issuer’s filings under its profile on SEDAR at www.sedar.com, its profile on the SEC’s website at www.sec.gov or its website at www.mdc-partners.com. The Issuer does not undertake any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as expressly required by law. All forward-looking statements in this communication are qualified in their entirety by this cautionary statement.

Additional Information and Where to Find It

In connection with the Proposed Transaction, the Issuer and New MDC LLC (“New MDC”) have filed with the SEC the Proxy Statement/Prospectus. This communication is not a substitute for the Proxy Statement/Prospectus or any other document the Issuer may file with the SEC in connection with the Proposed Transaction.

INVESTORS AND SECURITYHOLDERS OF THE ISSUER ARE URGED TO READ CAREFULLY THE PROXY STATEMENT/PROSPECTUS, REGARDING THE PROPOSED TRANSACTION IN ITS ENTIRETY (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may obtain, free of charge, copies of the Proxy Statement/Prospectus, and other relevant documents filed by the Issuer or New MDC with the SEC, at the SEC’s website at www.sec.gov. In addition, investors and securityholders are able to obtain free copies of the Proxy Statement/Prospectus and other relevant documents filed by the Issuer or New MDC with the SEC and from the Issuer’s website at http://www.mdc-partners.com.

The URLs in this announcement are intended to be inactive textual references only. They are not intended to be active hyperlinks to websites. The information on such websites, even if it might be accessible through a hyperlink resulting from the URLs or referenced herein, is not and shall not be deemed to be incorporated into this announcement. No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any information on such websites.

No Offer or Solicitation

This communication does not constitute an offer to buy or exchange, or the solicitation of an offer to sell or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This communication is not a substitute for any prospectus, proxy statement or any other document that the Issuer or New MDC may file with the SEC in connection with the Proposed Transaction. No money, securities or other consideration is being solicited, and, if sent in response to the information contained herein, will not be accepted.

No offering of securities shall be made except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended. The Proposed Transaction and distribution of this document may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No offering of securities will be made directly or indirectly, in or into any jurisdiction where to do so would be inconsistent with the laws of such jurisdiction.

Participants in the Solicitation

The Issuer, New MDC and their respective directors and executive officers and other members of management and employees, may be deemed to be participants in the solicitation of proxies from the Issuer’s shareholders with respect to the approvals required to complete the Proposed Transaction. More detailed information regarding the identity of these potential participants, and any direct or indirect interests they may have in the Proposed Transaction, by security holdings or otherwise, is set forth in the Proxy Statement/Prospectus filed with the SEC. Information regarding the Issuer’s directors and executive officers is set forth in the definitive proxy statement on Schedule 14A filed by the Issuer with the SEC on May 10, 2021 and in the Annual Report on Form 10-K filed by the Issuer with the SEC on March 16, 2021, as amended on April 27, 2021 and in the Quarterly Report on Form 10-Q filed by the issuer with the SEC on May 10, 2021. Additional information regarding the interests of participants in the solicitation of proxies in respect of the Special Meeting is included in the Proxy Statement/Prospectus filed with the SEC. These documents are available to the shareholders of the Issuer free of charge from the SEC’s website at www.sec.gov and from the Issuer’s website at www.mdc-partners.com.

You must not construe the contents of this document as legal, tax, regulatory, financial, accounting or other advice, and you are urged to consult with your own advisors with respect to legal, tax, regulatory, financial, accounting and other consequences of the Proposed Transaction, the suitability of the Proposed Transaction for you and other relevant matters concerning the Proposed Transaction.