Private equity firm Stagwell Group LLC is making a $100 million strategic equity investment in MDC Partners Inc.
As part of the transaction, Stagwell Group founder Mark Penn will join MDC Partners as CEO and a member of its board, according to a March 15 news release. Upon closing of the transaction, Penn will continue to oversee investments at Stagwell Media LP fund.
This concludes the strategic review process and CEO search that MDC Partners initiated in September 2018.
Under the agreement, Stagwell Group acquired 14,285,714 class A shares of the company for $50 million, or $3.50 per share, representing an 18% premium to the 30-day average closing price of $2.96 per share. Stagwell Group also acquired $50 million of convertible preferred shares with a $5 conversion price.
Stagwell Group now owns about 19.5% of the outstanding common equity of MDC Partners. Assuming the full conversion of the preference shares into the company's class A shares, the Stagwell Group will own about 29.2% of the outstanding equity of the company. Assuming conversion of both Stagwell Group preference shares and the currently outstanding Goldman Sachs preference shares, which were issued in 2017, the Stagwell Group will own about 24.8% of the outstanding equity of the company.
The preference shares have a liquidation preference that accretes at a rate of 8% per annum, compounded quarterly until conversion on the five-year anniversary of the issuance date of the preference shares.
MDC Partners expects to use the net proceeds from the investment to pay down existing debt under the company's credit facility and for general corporate purposes.