MDC Partners in C$45,000,000 Convertible Debenture Offering

June 28, 2005

Cleary Gottlieb represented MDC Partners Inc. in its C$45,000,000 Reg S/Rule 144A convertible debenture offering.  Scotia Capital, CIBC World Markets, TD Securities and GMP Securities were the underwriters for the transaction.  The principal amount included C$5 million of debentures sold as part of a greenshoe option. 

The offered debentures are convertible into MDC Partners’ class A subordinate voting shares.  The bonds were offered in Canada under Reg S and to qualified institutional buyers in the United States under Rule 144A.  The debentures are listed on the Toronto Stock Exchange, and the shares will be listed on the Toronto Stock Exchange and on Nasdaq.  The transaction marks one of the few times a U.S. domestic issuer has offered securities under Reg S while arranging for such securities to be listed on the Toronto Stock Exchange. 

MDC Partners provides marketing communications services, and secure transaction products and services, to clients in North America, Europe, Australia and Latin America. Through its partnership of entrepreneurial firms, its Marketing Communications Group provides advertising and specialized communication services to various well-known brands, and its Secure Products Group provides security products and services. 

Cleary has also been assisting MDC Partners with its filings under the Securities Exchange Act, including, in particular, issues relating to compliance with the Sarbanes-Oxley rules and Nasdaq’s initiation of delisting procedures of the company’s shares, due to a delay in the filing of management’s report on internal control over financial reporting and related auditor’s opinion.  Cleary also assisted in preparing its most recent annual and quarterly reports and proxy statement.