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MDC Partners Receives Revised Offer From Stagwell

MDC Partners Inc. (MDCA) said that it has received a revised offer from Stagwell Media LP for the business combination transaction between the company and Stagwell.

MDC noted that its special committee is evaluating the revised Stagwell proposal which included a decrease in the share consideration that Stagwell would receive in the Transaction to 185 million common shares, a reduction of about 31 million common shares from the 216.25 million common shares agreed to in the transaction agreement entered into on December 21, 2020.

The result of the proposed change in share consideration is that, on a pro forma basis, the existing MDC common shareholders would own about 30% of the common equity of the combined company.

The revised Stagwell proposal also included that each of Stagwell and Goldman Sachs & Co. LLC would forego accretion under the terms of their respective preferred shares in the combined company for a period of one year following the closing of the Transaction, and the Stagwell Net Debt Cap would be increased by $25 million, from $260 million to $285 million.

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