TORONTO, Ontario (November 18, 2003) -MDC Corporation Inc. operating as MDC Partners (“MDC”) of Toronto today announced that it filed a preliminary prospectus with the securities regulatory authorities in each of the provinces of Canada to offer 3,903,451 Adjustable Rate Exchangeable Securities due December 31, 2028. The proceeds will be used for general corporate purposes. Interest payments on the Exchangeable Securities will be made in the same amount and on the same dates as the distributions paid on units of Custom Direct Income Fund (the “Fund”), but in no event will the monthly payment be less than 0.25% per month (3.0% per annum). The offering is being underwritten by a syndicate led by CIBC World Markets Inc., which includes TD Securities Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., National Bank Financial Inc. and Griffiths McBurney & Partners.
A holder of an Exchangeable Security will have the right to exchange the security for a unit of the Fund once MDC has effectively exchanged its 20% ownership of Custom Direct, Inc. into units of the Fund. MDC’s shares of Custom Direct, Inc. are effectively exchangeable into units of the Fund once (a) the Fund has earned audited EBITDA of approximately US$22.2 million for the year ending December 31, 2003 or for any fiscal year subsequent to 2003, and (b) the Fund has made average monthly per unit cash distributions of at least $0.1125 for the period from May 29, 2003 to December 31, 2003 or for any fiscal year subsequent to 2003. For purposes of determining whether the EBITDA target has been met, the audited financial statements for the year ending December 31, 2003 are anticipated to be prepared by March, 2004. The Exchangeable Securities will also be redeemable by MDC for units of the Fund or for cash in certain circumstances.
“We are very excited about the opportunity to continue to increase the liquidity of MDC’s balance sheet through the monetization of value in non core assets. This transaction is an important incremental milestone enabling MDC to continue to focus on its core business of marketing and communications services. We are very pleased to have the opportunity to crystallize significant value for the shareholders of MDC through this offering and recent transactions including the initial public offering of the Custom Direct Income Fund and the initial public offering of the Davis + Henderson Income Fund. Custom Direct, Inc. is an outstanding organization and we have every confidence in its future prospects,” said Miles Nadal, Chairman and Chief Executive Officer of MDC.
About MDC Partners (“MDC”)
MDC Partners is one of the world’s leading marketing communications firms. Through its partnership of entrepreneurial firms, MDC provides creative, integrated and specialized communication services to leading brands throughout the United States, Canada and the United Kingdom. MDC Class A shares are publicly traded on the Toronto Stock Exchange under the symbol MDZ.A and on the NASDAQ under the symbol MDCA.
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. Such forward-looking statements involve risks and uncertainties which may cause the actual results or objectives to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among other things, the Company’s financial performance; changes in the competitive environment; adverse changes in the economy; ability to maintain long-term relationships with customers; financing requirements and other factors set forth in the Company’s Form 40-F for its fiscal year ended December 31, 2002 and subsequent SEC filings.
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