TORONTO, Ontario (June 28, 2005) – MDC Partners Inc. announced today the closing of C$45,000,000 of aggregate principal amount of 8.0% convertible unsecured subordinated debentures due June 30, 2010 pursuant to an agreement with a syndicate of underwriters. The debentures are convertible into MDC Partners Class A Subordinated Voting shares at the option of the holder at any time on or prior to the maturity date based on a conversion ratio of 71.4286 shares per C$1,000 of convertible subordinated debentures, representing a conversion price of C$14.00 per share. The issue size of C$45,000,000 of aggregate principal amount of debentures included an over-allotment exercise of C$5,000,000.
MDC Partners will use the net proceeds of this offering to reduce outstanding indebtedness under its revolving credit agreement.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
The debentures will begin trading on the Toronto Stock Exchange today under the symbol “MDZ.DB”.
MDC Partners Class A shares are publicly traded on the Toronto Stock Exchange under the symbol “MDZ.SV.A” and on the NASDAQ under the symbol “MDCAE”.
This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The Company’s representatives may also make forward-looking statements orally from time to time. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:
Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Company’s Annual Report on Form 10-K under the caption “Risk Factors” and in the Company’s other SEC filings.