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FEATURING

NEW YORK, July 28, 2021 /PRNewswire/ — (NASDAQ: MDCA) – MDC Partners Inc. (“MDC Partners” or the “Company”) and Stagwell Marketing Group LLC (“Stagwell”) announced today that both companies will report separate financial results for the three months ending June 30, 2021 on Wednesday, August 4, 2021, before market open.

MDC Partners and Stagwell will host a joint video webcast and conference call to review those separate financial results the same day at 8:30 AM (ET). The video webcast will be accessible at https://kvgo.com/openexchange-inc/mdca-stagwell-earnings-call.

About MDC Partners Inc.

MDC Partners is one of the most influential marketing and communications networks in the world. As “The Place Where Great Talent Lives,” MDC Partners 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 drives creative excellence, business growth and measurable return on marketing investment for over 1,700 clients worldwide. For more information about MDC Partners and its partner firms, visit our website at mdc-partners.com, sign up for investor-related updates and alerts, and follow us on LinkedIn.

About Stagwell Marketing Group

The Stagwell Marketing Group is the first and only independent, digital-first, and fully-integrated organization of size & scale servicing brands across the continuum of marketing services. Collaborative by design, Stagwell is not weighed down by legacy points of view and its people are united in their desire to innovate, evolve, grow and deliver superior results for their clients. Stagwell’s high growth brands include experts in four categories: digital transformation and marketing, research and insights, marketing communications, and content and media. Stagwell is a private equity fund that owns all interests in Stagwell Marketing Group LLC through a wholly owned holding company named Stagwell Marketing Group Holdings LLC. Stagwell Marketing Group LLC and its businesses are managed by The Stagwell Group, a registered investment advisor. The address of Stagwell is 1808 Eye Street, Floor 6, Washington, D.C., 20006.

SOURCE: MDC Partners Inc.

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Beth Sidhu

FEATURING

The long-proposed merger of MDC Partners with the Stagwell Group cleared its final hurdle to completion on July 26 when MDC shareholders approved a sweetened offer. The merger creates a new company called Stagwell Inc. and is expected to close on August 2.

The main priority of the new Stagwell, which encompasses media agency Assembly, digital shop Code and Theory, creative agency 72andSunny and agency and PR firms, is to generate organic growth — $3 billion over an unspecified amount of time, according to Mark Penn, chairman/CEO of MDC Partners, and president/managing partner of Stagwell Group.

“We expect our growth to be principally organic because 40 percent of our services will be high-growth digital,” said Penn in an interview with Digiday. “That supplants the old model, of 90 percent traditional advertising at MDC. By fundamentally changing the mix, we’re going to change the growth pattern and go after much stronger organic growth and reach up for bigger client relationships.”

How will that astronomical number be reached? Penn said it’s done mainly by growing existing clients, citing Disney, Procter & Gamble and Google as among the biggest companies they serve. “We continue to have great strengths for tech clients,” he added. “But we do super well with new economy clients. What we’re trying to do here is to cement larger relationships.”

In a missive sent out Monday morning, Penn spelled out a four-pronged approach to landing new clients as well: digital transformation, including e-commerce, platform building, online advocacy, influencer marketing, and performance marketing; breaking down what he dubbed “the artificial divide” between brand marketing and performance media; building SaaS products “that solve for key gaps in the marketing ecosystem;” based on our industry know-how and engineering heft;” and global integrated solutions to compete with other holding companies.

By fundamentally changing the mix, we’re going to change the growth pattern and go after much stronger organic growth and reach up for bigger client relationships.

Mark Penn

Chairman & CEO

The two mini-holding companies have already had some success with landing big accounts. In 2019 MDC shop Doner was able to secure some of Johnson & Johnson’s creative business, and just this past April landed J&J Baby business with Stagwell sibling Code and Theory.

But there remain issues to overcome, one reason the MDC name is being retired upon completion of the merger. For one, as Penn admitted, the MDC model for years has been based on traditional methods of servicing clients. “The MDC agencies themselves have great reputations, but the central core didn’t,” he said.

For now, no major merging of individual assets will be forced together, said Penn. “There’s $30 million of synergies [to be realized], but we’ve synergized by reducing back-office expenses, not through [the] smashing of assets,” he explained. “You’re not going to see that kind of dislocation — that’s not in the plans.”

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Beth Sidhu

FEATURING

The combined company will have global revenues of $2.1 billion and be renamed Stagwell Inc.

MDC Partners and Stagwell Group have finally completed their proposed merger, announced in December, after a lengthy back-and-forth with MDC shareholders.

The deal, completed on Monday during a special shareholder meeting, will rename the combined entity Stagwell Inc., which will trade on the NASDAQ under the ticker STGW. The transaction is expected to be completed by August 2.  

MDC shareholders will own 31% of the combined entity, up from an initial proposal of 18.5% and a revised proposal of 26%. Stagwell’s owners, including CEO Mark Penn, will hold 69% of the company.

MDC’s stock hit $6 per share following the announcement, up from $2.38 in January.  

Despite drama surrounding the merger, including calls from MDC’s largest shareholder, Indaba Capital, to vote against the deal unless terms were revised, the tie-up is “a win-win transaction” for both sides, said Penn. “This is a great deal, with a new future and fresh start.”

Although MDC’s shareholders supported the logic of the merger, there was a “vigorous debate” about what a fair split was when it came to company ownership, he said. 

“We made concessions, we made changes, we were responsive to shareholders and we were able to get 71% of the minority investors [on board],” Penn added. “MDC shareholders [realized] they will be better off with 31% of the combined company than 100% of the standalone. That got it across the finish line.”  

Stagwell, which will generate $2.1 billion in annual global revenue, will combine the creative capabilities at MDC Partners with the digital transformation, research and data expertise at Stagwell. MDC owns creative agencies including 72andsunny, Crispin Porter + Bogusky and Anomaly; Stagwell owns firms including The Harris Poll, Code + Theory and Forward PMX.

MDC’s PR and public affairs firms include SKDKnickerbocker, and MDC’s include Hunter, Allison+Partners and KWT Global. Finn Partners bought back Stagwell’s minority stake in its firm this year. 

“Putting together these incredible creative companies that haven’t been managed well at the center with our digital-first group would give us the scale to compete with the major [holding companies],” Penn said. 

The decision to retire the MDC brand signifies a new era for a holding company with a checkered past. While MDC’s agencies have solid reputations, the holding company has financially underperformed and has been mired in scandal, including a 2015 accounting scandal involving then-CEO Miles Nadal, which resulted in an SEC investigation. 

Not much will change day-to-day for clients and talent, since Penn has already been managing both companies since Stagwell invested $100 million in MDC Partners in 2019. But the group will double down on end-to-end digital and creative capabilities and aim to compete in larger global pitches.  

To pull it off, Stagwell will keep its agency brands separate while incentivizing collaboration. Doner and Code + Theory, for example, are already working together on the Johnson & Johnson account. 

“When you smush [agencies] together you confuse the cultures,” Penn said. “This way, we’ll get the highest level of both creative and digital transformation expertise.”

The combination will also significantly enhance MDC’s media capabilities, which has been a “weak link,” Penn said. The combination of Forward PMX, Assembly and Gale will result in a media network managing about $5 billion in investments.

Stagwell also plans to operationalize research from The Harris Poll and National Research Group into a data platform called Q that will be used across agencies to inform media buying and creative. Stagwell serves 6 to 8 million people across 14 countries with surveys, creating a considerable pool of consented first-party data. 

Talent will feel the effects of the merger when they return to the office, as both MDC and Stagwell have consolidated their headquarters at One World Trade Center in New York City. The office is open, but Stagwell is keeping an eye on the Delta variant before making any strict rules about going back to the office. 

“I’m pretty excited about the opportunities [the campus] provides for collaboration. It’s not just a place to work, but a symbol of the philosophy,” Penn said. “But let’s see where we are at by Labor Day.”

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Michaela Pewarski

FEATURING

Shareholders Vote to Approve Proposed Business Combination with Stagwell

Resolution Approval Positions MDC to Become a Leader in Some of the Fastest-Growing Segments of the Digital Marketing and Advertising Sector

Following Close, Newly Combined Company Will be Renamed Stagwell Inc.

NEW YORK, July 26, 2021 /PRNewswire/ — (NASDAQ: MDCA) – MDC Partners Inc. (“MDC Partners”, “MDC” or the “Company”) announced today that MDC shareholders voted to approve the previously announced business combination (the “Transaction”) of MDC with certain subsidiaries of Stagwell Media LP (“Stagwell”), during a special meeting of shareholders held earlier today. Following the close of the Transaction, the combined company will be renamed Stagwell Inc, and will be traded on the NASDAQ Stock Exchange. The Company currently anticipates that the Transaction will be completed on or around August 2, 2021. The final vote results will be filed on a Form 8-K with the Securities and Exchange Commission.

Mark Penn, Chairman and CEO of MDC Partners and Managing Partner of the Stagwell Group said, “On behalf of our Board and management team, I would like to thank our shareholders for their approval of the combination with Stagwell and for recognizing this was a unique opportunity to create a new marketing machine that can transform the industry and create enhanced opportunities for growth and value in the marketplace. The combined company’s nearly 10,000 employees will bring together the best in creativity globally with new, connected experiences to serve our clients effectively. The long wait is over, and we are ready to move forward together.”

Irwin D. Simon, Lead Independent Director & Chair of the MDC Partners Special Committee commented, “We are pleased with the outcome of today’s Special Meeting and want to thank all MDC shareholders for their support of the combination with Stagwell. The recent constructive dialogue amongst all parties helped us reach a deal that is in the best interests of MDC shareholders and leaves the combined company well positioned to create growth and cash flow, while generating value for all MDC shareholders.”

About MDC Partners Inc.

MDC Partners is one of the most influential marketing and communications networks in the world. As “The Place Where Great Talent Lives,” MDC Partners 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 drives creative excellence, business growth and measurable return on marketing investment for over 1,700 clients worldwide. For more information about MDC Partners and its partner firms, visit our website at 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”). 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 Stagwell, MDC 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; the timing of the shareholder meeting to approve the Transaction (the “Special Meeting”); the shareholder approvals required for the Transaction; 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 SEC. 

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 Stagwell’s and MDC’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.

 

SOURCE MDC Partners Inc.

 

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FEATURING

The clouds are lifting over 72andSunny and things are looking a whole lot brighter. Only three years ago, the shop laid off five percent of its staff following the loss of one of its biggest clients, MillerCoors, and winding down its business with Unilever’s Axe, General Mills, and Johnnie Walker. But today, the MDC Partners agency is turning out the kind of head-turning creative that put it on the map in the first place, drawing 14 account wins from the likes of Etsy, Grubhub, Indeed, and United. Overall, the shop saw 16% organic revenue growth in 2020.

That’s in part thanks to Evin Shutt, the MDC shop’s very first employee, who was elevated to Global CEO, and Matt Murphy and Carlo Cavallone, who were elevated in December of 2020 to chief creative officer roles. The pair also became a part of 72andSunny’s newly formed Creative Leadership Council, a restructuring of its creative department, comprised of creative leaders across its offices around the globe.

“Whether you’ve been here for four months or 14 years, the defining characteristic has always been creativity,” Shutt says. “Even when we announced Carlo and Murphy’s promotions it was along with the Creative Leadership Council, which is about democratizing creative leadership across the company to make sure that we have a diversity of voices represented.”

Whether you’ve been here for four months or 14 years, the defining characteristic has always been creativity

Evin Schutt

CEO, 72andSunny

Last year the agency received critical acclaim, including 4 Emmys, for its film for the National Football League that aired immediately before the Super Bowl kickoff.

“The Next 100” started with a teenager performing a kick return across the country alongside 32 of his friends. The kid comes across NFL stars and legends on his journey urging him to “take it to the house”—and he does, running onto the actual Big Game playing field.

In the 2021 Super Bowl, the agency created an inspiring pregame moment by having a hologram of Vince Lombardi, iconic coach and social justice ally, deliver a speech about resiliency and unification. The project used AI to replicate Lombardi’s voice and the speech used words inspired from some of his actual speeches.

Other creative highlights for 2020 included a national campaign reuniting Carl’s Jr. and Hardee’s and an emotional Super Bowl ad for Indeed. 72andSunny whipped up a sex-themed cookbook for Trojan aimed at couples during quarantine, an Adobe Stock film festival, and Etsy’s first ever brand campaign with a touching series of spots featuring diverse stories. And although it had a recent stumble with the loss of the Truth Initiative, 72andSunny isn’t planning on looking back.

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“YML is the agency built for transformation in the year everything changed.” That’s a line from the agency’s Ad Age A-List submission and we couldn’t have said it better.

During 2020, the MDC Partners digital production and design agency brought on 12 new clients, hired 150 people and increased revenue 60% as it worked with marketers such as  Kaiser Permanente, Thrive Market and State Farm to rethink and reshape their businesses during the pandemic, including how they interact with consumers.

YML created for Kaiser Permanente a user interface for telehealth designed to “provide a seamless transition from in-person healthcare to a remote digital experience,” resulting in a 33% increase in user engagement on a redesigned app. For State Farm, it built a new digital platform enabling easier access to services like roadside assistance and accident repair. And for Thrive Market, YML implemented a data-driven customized and personalized experience for online shoppers that increased first-time orders by 16%.

YML is the Silicon Valley, outcome-driven, digital product company balancing and blending sexy design with cutting-edge technology; all while, critically, driving business impact.

Ashish Toshniwal

CEO, YML

Led by CEO Ashish Toshniwal, the Redwood City, California-based agency says that 40% of its employees are BIPOC and its executive team is 30% female. Its team is made up of 65% technologists, 25% designers, 10% product strategists who are diverse geographically; its last hands-on call had 150 people from six continents, more than 20 countries, and 16 U.S. states.

YML isn’t a traditional choice for this list; but this year has been anything but traditional. “Many of our competitors are essentially the digital side of Madison Avenue,” says YML. “They will sell clients with a fancy deck, front-load research and strategy, and then six to 12 months later comes ‘the work.’ YML is the Silicon Valley, outcome-driven, digital product company balancing and blending sexy design with cutting-edge technology; all while, critically, driving business impact.”

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