TORONTO, Ontario (April 5, 2004) – MDC Partners Inc. (“MDC”) of Toronto announced today that, pursuant to the trust indenture, as amended (the “Trust Indenture”) governing its 7% subordinated unsecured convertible debentures due January 8, 2007 (the “Debentures”), MDC has determined to redeem the Debentures on May 5, 2004 (the “Redemption Date”), at a redemption price equal to $1,000 plus accrued and unpaid interest. MDC has elected to satisfy its obligation to pay the aggregate principal amount of the Debentures payable on redemption by the issuance of Class A Subordinate Voting Shares of MDC. Cdn$48 million (approximately U.S.$36.6 million) aggregate principal amount of Debentures are currently outstanding.
The number of Class A Subordinate Voting Shares issuable to holders of Debentures on redemption will be determined in accordance with the Trust Indenture, by dividing the aggregate principal amount of Debentures held by each holder by 95% of the weighted average trading price of the Class A Subordinate Voting Shares on the Toronto Stock Exchange for the 20 consecutive trading days ending on the fifth day before either: (i) the date that MDC first delivered notice of its intention to redeem the Debentures, namely April 5, 2004; or (ii) the Redemption Date, whichever yields the greater number of Class A Subordinate Voting Shares. If the date referred to in (i) above were used to calculate the number of Class A Subordinate Voting Shares issuable to holders of Debentures on redemption, MDC would issue approximately 2,375,000 Class A Subordinate Voting Shares. MDC is not required to issue any fractional Class A Subordinate Voting Shares.
Accrued interest on the Debentures up to the Redemption Date will be paid in cash. No interest will continue to be payable on the Debentures from and after the Redemption Date.
Each Debenture is convertible at the option of the holder at any time up to the close of business on the business day immediately preceding the Redemption Date, at a conversion price of $20.30 per Class A Subordinate Voting Share, being a rate of 49.261 Class A Subordinate Voting Shares for each $1,000 principal amount of Debentures, all subject to the terms and conditions and in the manner set forth in the Trust Indenture.
“Redemption of the Debentures by the issuance of shares of MDC will significantly strengthen our balance sheet and increase our liquidity in the capital markets. We are pleased to be able to do this well in advance of the maturity date,” said Walter Campbell, Chief Financial Officer of MDC.
About MDC Partners Inc.
MDC Partners is one of the world’s leading marketing communications firms. Through its partnership of entrepreneurial firms, MDC provides advertising 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.