The Stagwell Group Announces the Successful Combination of Stagwell Marketing Group With MDC Partners, Forming Stagwell Inc. (NASDAQ: STGW)

By: The Stagwell Group via Business Wire

August 03, 2021 at 11:32 AM EDT

New firm trades on Nasdaq as STGW

Mark Penn, Founder, President and Managing Partner of The Stagwell Group and Chairman and CEO of MDC Partners will lead the combined entity

Stagwell Group management to join new firm as part of new executive team

The Stagwell Group is pleased to announce the formal combination (the “Combination”) of Stagwell Marketing Group Holdings LLC and MDC Partners Inc. (“MDC”). The combined company is called Stagwell Inc. (“Stagwell”) and will trade on the Nasdaq stock exchange (NASDAQ: STGW) starting August 3. Shares of MDC will trade on Nasdaq under this new ticker.

“In 2015, I started Stagwell with a vision to create a digital-first, collaborative, founder-led alternative to the holding companies that was focused on delivering what modern marketers need. We started with an idea and a great investor; less than six years later, we take the next step as a publicly traded, $2B company with over 10,000 global employees offering every service CMOs deserve,” says Mark Penn, Chairman and CEO of Stagwell Inc. “Stagwell brings together storied creative talent with the digital-first expertise required to succeed in today’s world. We thank our investors, managers and the shareholders of MDC Partners for their support.”

Stagwell now includes renowned brands including creative agencies such as 72 and Sunny, Anomaly, Doner and Forsman & Bodenfors, cutting edge digital transformation firms including Code and Theory, YML and Instrument, media powerhouses Assembly, ForwardPMX and Gale, public relations leaders Allison+Partners, SKDK and Hunter, and market research firms the Harris Poll and NRG. The combined company is expected to generate between $2.135 billion and $2.180 billion in total revenue and between $372 million and $387 million in Adjusted EBITDA in 2021 on a pro forma basis including $30 million of projected synergies. Stagwell’s clients include best-in-class marketers such as P&G, Nike, and Google.

“We are pleased to bring these iconic companies under one roof and to work with the outstanding managers who lead them. Stagwell will bring technology and talent together in a way that will drive results for our clients and provide opportunity to the amazing people across the network,” says Jay Leveton, President of Stagwell.

“We are excited to conclude this transaction with MDC Partners. As Stagwell trades on the public market, investors should take note of the core elements that make this deal so attractive. We are focused on value creation – driven by prudent financial management, concentration on sustainable growth and the development of technology products to deliver shareholder value,” says Jason Reid, Chief Investment Officer at Stagwell.

J.P. Morgan Securities LLC served as exclusive financial advisor to Stagwell, Freshfields Bruckhaus Deringer US LLP and McCarthy Tétrault LLP served as legal advisors, and Sloane & Co. served as communications advisors.

About Stagwell Group

The Stagwell Group is a registered investment advisor and 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 Group manages Stagwell Marketing Group LLC and its businesses. The address of Stagwell is 1808 Eye Street, Floor 6, Washington, D.C., 20006.

The Combination was completed on August 2, 2021. In connection with the Combination, MDC continued as a corporation incorporated under the laws of the State of Delaware and merged to become a wholly-owned subsidiary of Stagwell. Immediately prior to giving effect to the Combination, Stagwell Agency Holdings LLC (“Stagwell Agency Holdings”) and its affiliates and joint actors beneficially owned 50,000 series 6 preference shares (representing 100% of the outstanding series 6 preference shares) and 14,425,714 Class A shares (representing 18.7% of the outstanding Class A subordinate voting shares) of MDC, collectively representing 19.9% of the issued and outstanding Class A subordinate voting shares of MDC, as calculated on an as-converted basis. Pursuant to the Combination, Stagwell Agency Holdings and its affiliates and joint actors exchanged all of their securities of MDC for securities of Stagwell on a one-for-one basis and Stagwell Media LP (“Stagwell Media”) acquired 179,970,051 voting-only Class C common shares (representing 100% of the outstanding voting-only Class C common shares) of Stagwell. Immediately after giving effect to the Combination, Stagwell Agency Holdings and its affiliates, including Stagwell Media, and joint actors beneficially owned 50,000 Series 6 preferred shares (representing 100% of the outstanding Series 6 preferred shares), 14,425,714 Class A common shares (representing 18.7% of the outstanding Class A common shares) and 179,970,051 voting-only Class C common shares (representing 100% of the outstanding voting-only Class C common shares) of Stagwell, collectively representing 75.6% of the issued and outstanding voting shares of Stagwell, as calculated on an as-converted basis. Stagwell Media acquired such voting-only Class C common shares for total cash consideration of approximately Cdn$2246. In connection with the Combination, Stagwell Media contributed the equity interests of its subsidiaries that own and operate a portfolio of marketing services companies in exchange for common membership interests of a new Delaware operating subsidiary of Stagwell. The securities of Stagwell described above were acquired for investment purposes and Stagwell Agency Holdings and its affiliates and joint actors 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 securities of Stagwell through market transactions, private agreements or otherwise. Except as described above, Stagwell Agency Holdings and its affiliates and joint actors currently have no plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (k) of Item 5 of Form 62-103F1. The information set out above regarding the Combination and securities transactions is provided by The Stagwell Group for the purpose of satisfying its early warning disclosure obligations under applicable Canadian securities laws.

A copy of the early warning report to be filed under Canadian securities laws on www.sedar.com (“SEDAR”) by The Stagwell Group in connection with the matters described in this press release may be obtained on the SEDAR profile of Stagwell Inc. or by contacting The Stagwell Group at the contact information set forth below.