United States securities and exchange commission logo
March 10, 2021
Mark Penn
Chief Executive Officer
MDC Partners Inc.
One World Trade Center, Floor 65
New York, NY 10007
Re: MDC Partners Inc.
Registration
Statement on Form S-4
Filed February 8,
2021
File No. 333-252829
Dear Mr. Penn:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
Structure Chart, page 26
1. Please refer to the
Combined Company structure chart on page 27. Please revise to add
the relative voting
power percentages post-combination between BSPI, the Public and
Stagwell.
Treatment of Existing MDC Debt in the Proposed Transactions, page 29
2. Please revise the third
paragraph to disclose the aggregate amount of the Consent
Solicitation
Consideration.
Mark Penn
FirstName LastNameMark Penn
MDC Partners Inc.
Comapany
March NameMDC Partners Inc.
10, 2021
March2 10, 2021 Page 2
Page
FirstName LastName
Interests of MDC's Directors and Executive Officers in the Proposed
Transactions, page 40
3. Quantify the approximate amount of payments Stagwell may be entitled
to receive under
the Tax Receivables Agreement.
4. To the extent the listed interests are quantifiable, please revise to
quantify the total
amounts that your directors and executive officers may receive in
connection with the
proposed transactions. For example, you state that the Business
Combination will
constitute a change in control for purposes of certain compensation
and benefit plans of
MDC, however, you do not indicate how this event will translate into
interests of your
directors and executive officers.
Our financial condition and results of operations for fiscal 2020 and in the
future may be
adversely affected..., page 70
5. Please revise, to the extent possible, to quantify the negative impact
COVID-19 has had
on Stagwell's results of operations, statement of financial position
and cash flows as
discussed in this risk factor. Please include enough detail so that
shareholders can
appreciate the discussed risk.
Unaudited Pro Forma Condensed Combined Financial Information
Notes to Unaudited Pro Forma Combined Financial Information
5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 83
6. Refer to footnotes 5(h) and 5(j) - Please revise the notes to the pro
forma combined
financial information to explain the methods and assumptions used to
determine the fair
value of the deferred acquisition consideration associated with legacy
acquisitions of
MDC and the fair value of the redeemable noncontrolling interest.
7. Refer to adjustment 5(i) - Please revise to disclose the significant
assumptions used to
determine the deferred tax liability associated with the Proposed
Transaction.
8. Refer to adjustment 5(k) - Please revise to disclose how you
calculated or determined the
fair value of the convertible preference shares and the fair value of
the noncontrolling
interest. In addition, please explain how you determined the $263,552
adjustment to
decrease common shares and other paid in capital and to increase
noncontrolling interest
for Stagwell's noncontrolling interest of approximately 74% of OpCo's
net assets.
6. Adjustments to Unaudited Pro Forma Condensed Combined Statement of
Operations, page 88
9. Refer to footnote 6(a) - Please revise to disclose the method and
assumptions used to
determine the adjustment to reflect stock based compensation
associated with the vesting
of awards for Stagwell agency.
Mark Penn
FirstName LastNameMark Penn
MDC Partners Inc.
Comapany
March NameMDC Partners Inc.
10, 2021
March3 10, 2021 Page 3
Page
FirstName LastName
10. Refer to footnote 6(b) - Please revise to explain how you calculated
or determined the
amount of the pro forma adjustments to rent expense for the year ended
December 31,
2019 and the nine months ended September 30, 2020 due to the
remeasurement of MDC's
leases.
11. Refer to footnote 6(d) - Please revise to disclose the significant
assumptions (i.e., amount
of debt, related interest rate) used to determine the pro forma
adjustments for additional
interest due on the MDC debt and the Stagwell term loan.
12. Refer to footnote 6(f) - As the pro forma adjustments for the nine
months ended
September 30, 2020 and the year ended December 31, 2019 do not appear
to be based on
the statutory tax rates disclosed in footnote 6(f), please explain in
further detail how you
calculated or determined the pro forma adjustments to tax expense for
each period
presented.
13. Refer to footnote 6(g) - Please explain in further detail how you
calculated or determined
the pro forma adjustments for the noncontrolling interest of Stagwell
for the nine months
ended September 30, 2020 and the year ended December 31, 2019.
Market Strategy, page 90
14. We note your disclosure that a majority of Stagwell s 2019 and 2018
revenues were
derived from digitally-based work. Please revise to quantify the
percentage of revenue
derived from digitally-based work for each fiscal year.
15. We note your disclosure that Stagwell s revenues from FAANG
(Facebook, Apple,
Amazon, Netflix and Google) companies and Microsoft have grown
significantly since
2017. Please revise to quantify the revenue contribution from the
referenced companies
over the referenced period so that shareholders can appreciate the
revenue contribution of
these companies.
Recent Developments, page 94
16. We note your disclosure that the COVID-19 pandemic has negatively
impacted
Stagwell's results of operations, statement of financial position and
cash flows due to its
impact on certain of Stagwell's brands, particularly those that serve
the travel and
entertainment industries. To the extent possible, please revise to
quantify the negative
impacts and include enough information so that shareholders can
understand the current
and expected impact of COVID-19 on Stagwell's operations and financial
condition. For
guidance, please refer to CF Disclosure Guidance: Topics No. 9 and 9A.
Mark Penn
FirstName LastNameMark Penn
MDC Partners Inc.
Comapany
March NameMDC Partners Inc.
10, 2021
March4 10, 2021 Page 4
Page
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of the
Stagwell Subject Entities
Reportable Segments Results of Operations, page 100
17. We note that you present the Non-GAAP measure "EBITDA" for each of
Stagwell's
operating segments in MD&A for each period presented in its
consolidated statements of
operations. Please revise to explain why you believe this Non-GAAP
measure is
meaningful to potential investors and disclose any additional purposes
for which this
measure is used by Stagwell's management. Also, please revise to
reconcile this Non-
GAAP measure for the segments to the most comparable GAAP measure,
which appears
to be net earnings. Refer to the requirements outlined in Item 10(e)
of Regulation S-K.
Proposals, page 138
18. You discuss the intent of certain shareholders to vote in favor of the
matters presented
here, as well as agreements to vote for certain matters. Please revise
to discuss the extent
to which votes in favor of each of these proposals seems likely, so
that readers can
appreciate how assured each of these proposals may be.
Background of the Proposed Transactions, page 150
19. We note your disclosure that on December 20, 2019, Mr. Penn advised
the 2019 Special
Committee that only one participant had expressed an interest in
pursuing a transaction
involving MDC and the 2019 Special Committee determined not to proceed
to
negotiations with such participant. If applicable, please revise to
disclose if the expression
of interest included any financial terms or valuation of MDC.
20. Elaborate upon the "relative value of the respective businesses of the
Company and
Stagwell," which Moelis presented on September 7, 2020. In this
regard, aside from the
assumed equity value of $1.424 billion for the Stagwell Subject
Entities and the $4.25 per
share for MDC Canada common shares presented in the Stagwell Proposal
on June 25,
2020, this discussion does not address how these amounts may have
evolved throughout
the negotiations. Please revise accordingly.
21. We note on September 13, 2020 and September 23, 2020 that DLA Piper
distributed
revised draft Term Sheets to Freshfields. To the extent those revised
draft Term Sheets
included updated pro forma ownership percentages, please revise the
respective
discussions to disclose those updated percentages.
22. Explain how the parties arrived at the final consideration amount for
Stagwell's interest,
and the resulting 26% interest to be held by the holders of MDC Canada
Common
shares.
Mark Penn
FirstName LastNameMark Penn
MDC Partners Inc.
Comapany
March NameMDC Partners Inc.
10, 2021
March5 10, 2021 Page 5
Page
FirstName LastName
MDC's Reasons for the Proposed Transactions , page 164
23. Tell us what consideration the MDC Special Committee gave to the
various interests of
the officers and directors in this transaction, including Mr. Penn, in
recommending
shareholder approval for the proposed transactions.
Miscellaneous, page 179
24. Please refer to the last paragraph and the summaries of the Financial
Advisor Engagement
Letter and Consent Solicitation Engagement Letter. Please revise to
quantify the fees
received or to be received pursuant to these engagement letters. Refer
to Item 1015(b)(4)
of Regulation M-A.
Certain Unaudited Prospective Financial Information, page 195
25. You mention certain assumptions made by the parties in preparing the
projections
presented here. Please revise to disclose those assumptions.
Stagwell Ownership Interest and Stagwell Distribution, page 200
26. To the extent possible, please revise to quantify the estimated amount
of the Stagwell
Distribution.
2020 Non-Employee Director Awards, page 201
27. Please revise to identify and detail if any awards will vest based
upon the expected
composition of the new Combined Company board.
MDC Canada Series 4 Shares and Combined Company Series 8 Shares, page 207
28. We note that following the closing BSPI is expected to be issued
Combined Company
Series 8 Shares with a reduced conversion price. Please revise the
second paragraph to
clarify the number of Combined Company Class A Common Shares that the
Combined
Company Series 8 Shares would be convertible into.
Material U.S. Federal Income Tax Considerations for MDC Canada Shareholders,
page 278
29. Please revise to reflect that your discussion of U.S. and Canadian tax
consequences in this
section and the following section represents counsel s opinion, as
applicable, rather than
merely a summary or description of material U.S. and Canadian tax
consequences.
Alternatively, please confirm that counsel, as applicable, will file
long-form tax opinions.
Mark Penn
FirstName LastNameMark Penn
MDC Partners Inc.
Comapany
March NameMDC Partners Inc.
10, 2021
March6 10, 2021 Page 6
Page
FirstName LastName
Stagwell Marketing Group LLC and Subsidiaries Consolidated Financial Statements
Consolidated Statements of Changes in Equity, page F-6
30. We note that the total capital contributions reflected in the
statements of changes in equity
for the years ended December 31, 2018 and December 31, 2019 as
disclosed on page F-6
do not agree to the total of the cash and non-cash capital
contributions reflected in the
consolidated statements of cash flows on page F-7 or with the amounts
disclosed in Note
19 on page F-44. Please reconcile and revise these disclosures.
14. Noncontrolling Interest and Redeemable Noncontrolling Interest, page F-36
31. In the table reflecting your noncontrolling interest at December 31,
2019 you indicate that
you held a 40% percentage interest in Targeted Victory at this date.
However, in the
second paragraph following the table, you indicate that as a result of
acquiring an
additional 9% of common units of Targeted Victory on December 2, 2019,
the Company
owns 60% of the issued and outstanding equity in Targeted Victory.
Please reconcile and
revise these disclosures.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Blaise Rhodes at 202-551-3774 or Linda Cvrkel at
202-551-3813 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Donald Field at 202-551-3680 or Mara Ransom at 202-551-3264 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services