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Risks

• Risks Relating to Our Business and Operations
• MDC competes for clients in highly competitive industries.
• MDC’s business could be adversely affected if it loses key clients.
• MDC’s ability to generate new business from new and existing clients may be limited.
• MDC’s business and results of operations have been adversely affected and could in the future be materially adversely affected by the COVID-19 pandemic.
• MDC’s business could be adversely affected if it loses or fails to attract or retain key executives or employees.
• MDC is exposed to the risk of client defaults.
• MDC is subject to regulations and litigation risk that could restrict our activities or negatively impact our revenues.
• Some of MDC’s Partner Firms rely upon signatory service companies to employ union performers in commercials.
• We rely extensively on information technology systems and cybersecurity incidents could adversely affect us.
• MDC is consolidating its real estate footprint and may incur significant costs in doing so.
• Risks Relating to Our Financial Condition and Results
• Future economic and financial conditions could adversely impact our financial condition and results.
• If our available liquidity is insufficient, our financial condition could be adversely affected and we may be unable to fund contingent deferred acquisition liabilities, and any put options if exercised.
• MDC’s results of operations are subject to currency fluctuation risks.
• Goodwill, intangible assets and right-of-use assets may become impaired.
• Risks Relating to Our Class A Shares
• Future issuances of equity securities, which may include securities that would rank senior to our Class A shares, may cause dilution to our existing shareholders and adversely affect the market price of our Class A shares.
• Risks Relating to Our Indebtedness
• Our substantial indebtedness could adversely affect our cash flow and prevent us from fulfilling our obligations, including the Senior Notes.
• Despite our current debt levels, we may be able to incur substantially more indebtedness, which could further increase the risks associated with our leverage.
• We are a holding company dependent on our subsidiaries for our ability to service our debt.
• Risks Relating to the Proposed Transactions
• The Proposed Transactions may give rise to taxable income in the United States for the Company and its subsidiaries, and there can be no assurances that material adverse tax consequences will not result from the Proposed Transactions or related transactions in Canada, the U.S., or other jurisdictions. Any such adverse tax consequences could adversely affect the Combined Company or its share price, following completion of the Proposed Transactions.
• The Redomiciliation may give rise to significant Canadian corporate tax.
• If the IRS does not agree with the Company’s determination of the “all earnings and profits amount” attributable to the Company’s shares, certain U.S. Holders may owe a higher than anticipated amount of U.S. federal income taxes as a result of the Proposed Transactions (and specifically, the Redomiciliation).
• Completion of the Proposed Transactions may affect the timing of audit or reassessments by tax authorities.
• The Company will allocate time and resources to effecting the Proposed Transactions and incur non-recurring costs related to the Proposed Transactions.
• The calculation of the number of Stagwell OpCo Units and the Stagwell Class C Shares to be issued will not be adjusted if there is a change in the value of Stagwell or its assets or the value of MDC before the Proposed Transactions are completed.
• The Proposed Transactions may not be completed on the terms or timeline currently contemplated, or at all, as MDC and Stagwell may be unable to satisfy the conditions or obtain the approvals required to complete the Proposed Transactions or such approvals may contain material restrictions or conditions.
• Failure to complete the Proposed Transactions could adversely affect the market price of the Company’s Class A Shares as well as its business, financial condition and results of operations.
• Investors holding the Company’s shares prior to the completion of the Proposed Transactions will, in the aggregate, have a significantly reduced ownership and voting interest in the Combined Company after the Proposed Transactions and will exercise less influence over management.
• The announcement and pendency of the Proposed Transactions could have an adverse effect on the stock price of the Class A Shares as well as the business, financial condition, results of operations or business prospects of MDC and Stagwell.
• Some of MDC’s directors and executive officers have interests in seeing the Proposed Transactions completed that may be different from, or in addition to, those of other MDC Canada Shareholders.
• MDC and Stagwell may have difficulty attracting, motivating and retaining executives and other employees in light of the Proposed Transactions.
• Litigation relating to the Transactions could result in an injunction preventing the completion of the Transactions and/or substantial costs to MDC.
• The COVID-19 pandemic triggered an economic crisis which may delay or prevent the consummation of the Proposed Transactions.
• If the Proposed Transactions are consummated, the Combined Company will be subject to certain risks, including tax-related risks.