MDC to Combine With Stagwell

Cleary Gottlieb is representing MDC Partners Inc. (MDC) in its business combination transaction with Stagwell Media LP (Stagwell).

Under the terms of the transaction and without giving effect to any conversion of outstanding preference shares, the pre-transaction holders of MDC Class A and Class B shares would receive 26% of the common equity of the combined company and Stagwell would receive share consideration equal to 74% of the common equity of the combined company (excluding Stagwell’s pre-transaction ownership of MDC shares), each on a pro forma basis.

The transaction signed on December 21, 2020, and is expected to close in the first half of 2021 subject to customary closing conditions, including shareholder and regulatory approval.

Based in New York City, MDC is one of the most influential marketing and communications networks in the world. The Stagwell Group is the first and only independent, digital-first, and fully integrated organization of size & scale servicing brands across the continuum of marketing services. The combined company will provide the balance of integrated solutions that modern marketers need to succeed, including second-to-none creativity and communications, scaled media and data capabilities, superior consumer insights, technology development and innovation, and digital transformation.