|By Marketwired .||
|February 16, 2017 11:30 AM EST|
NEW YORK, NEW YORK -- (Marketwired) -- 02/16/17 -- Broad Street Principal Investments, L.L.C. ("Broad Street"), an affiliate of the Merchant Banking Division of Goldman, Sachs & Co., reported today that on February 14, 2017 it agreed, subject to the satisfaction of certain conditions precedent to closing, to acquire 95,000 Series 4 convertible preference shares ("Series 4 Preferred Shares") of MDC Partners Inc. ("MDC" or the "Issuer") pursuant to a securities purchase agreement between the Issuer and Broad Street in reliance on an exemption from the registration requirements of the Securities Act of 1933 (the "Transaction").
Upon completion of the Transaction, Broad Street will collectively beneficially own, control and direct 95,000 newly created Series 4 Preferred Shares, representing all of the issued and outstanding Series 4 Preferred Shares.
As of February 13, 2017, the date immediately prior to the effective date of the agreement relating to the Transaction, Broad Street did not beneficially own, control or direct any Series 4 Preferred Shares, or and other shares in the capital of MDC.
The Series 4 Preferred Shares will be acquired at a price of US$1,000 per Series 4 Preferred Share for total consideration paid of US$95 million (being C$1,308.40 per Series 4 Preferred Share and total consideration of C$124,298,000 using the Bank of Canada's February 15, 2017 noon exchange rate of US$1 = C$1.3084).
The Series 4 Preferred Shares will be acquired for investment purposes and Broad Street may, depending on market and other conditions, or as future circumstances may dictate, from time to time, on an individual or joint basis, increase or decrease its beneficial ownership, control or direction over Series 4 Preferred Shares or other shares in the capital of the Issuer through market transactions, private agreements, other convertible securities or otherwise.
This press release is being issued pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators. A copy of the report to be filed by Broad Street in connection with the transactions described herein will be available on MDC's SEDAR profile at www.sedar.com, and can also be obtained by contacting Marie Elder of Osler, Hoskin & Harcourt LLP by telephone at 416.362.2111.
MDC is located at 745 Fifth Avenue, 19th Floor, New York, NY 10151.
Broad Street is located at 200 West Street, New York, NY 10282.
MDC Partners Inc.
745 Fifth Avenue, 19th Floor
New York, NY 10151
Broad Street Principal Investments, L.L.C.
200 West Street
New York, NY 10282
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