0001140361-17-012191.txt : 20170315 0001140361-17-012191.hdr.sgml : 20170315 20170315201706 ACCESSION NUMBER: 0001140361-17-012191 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20170313 FILED AS OF DATE: 20170315 DATE AS OF CHANGE: 20170315 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MDC PARTNERS INC CENTRAL INDEX KEY: 0000876883 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 980364441 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 745 FIFTH AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 BUSINESS PHONE: 646 429 1800 MAIL ADDRESS: STREET 1: 745 FIFTH AVENUE, 19TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10151 FORMER COMPANY: FORMER CONFORMED NAME: MDC CORP INC DATE OF NAME CHANGE: 20001204 FORMER COMPANY: FORMER CONFORMED NAME: MDC COMMUNICATIONS CORP DATE OF NAME CHANGE: 19961028 FORMER COMPANY: FORMER CONFORMED NAME: MDC CORPORATION DATE OF NAME CHANGE: 19950419 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bridge Street Opportunity Advisors, L.L.C. CENTRAL INDEX KEY: 0001615636 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 17692675 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: StoneBridge 2017 Offshore, L.P. CENTRAL INDEX KEY: 0001698770 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 17692676 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: StoneBridge 2017, L.P. CENTRAL INDEX KEY: 0001698772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 17692677 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282-2198 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broad Street Principal Investments, L.L.C. CENTRAL INDEX KEY: 0001575993 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 17692678 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 17692679 BUSINESS ADDRESS: STREET 1: 200 WEST STREET STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13718 FILM NUMBER: 17692680 BUSINESS ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 200 WEST STREET CITY: NEW YORK STATE: NY ZIP: 10282 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 3 1 doc1.xml FORM 3 X0206 3 2017-03-13 0 0000876883 MDC PARTNERS INC MDCA 0000886982 GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0000769993 GOLDMAN SACHS & CO 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001575993 Broad Street Principal Investments, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 0001698772 StoneBridge 2017, L.P. 200 WEST STREET NEW YORK NY 10282-2198 0 0 1 0 0001698770 StoneBridge 2017 Offshore, L.P. 200 WEST STREET NEW YORK NY 10282-2198 0 0 1 0 0001615636 Bridge Street Opportunity Advisors, L.L.C. 200 WEST STREET NEW YORK NY 10282 0 0 1 0 Class A Subordinate Voting Shares 9500000 I See footnotes Series 4 Preference Shares Class A Subordinate Voting Shares 9500000 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), Broad Street Principal Investments, L.L.C. ("BSPI"), StoneBridge 2017, L.P. ("SB Employee Fund"), StoneBridge 2017 Offshore, L.P. ("SB Employee Fund Offshore," and together with SB Employee Fund, the "Employee Funds") and Bridge Street Opportunity Advisors, L.L.C ("Bridge Street"). Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the manager of BSPI and Bridge Street and the investment manager of the Employee Funds. GS Group is the direct owner of Bridge Street. Bridge Street is the general partner of each Employee Fund. On February 14, 2017 the Issuer and BSPI entered into a Securities Purchase Agreement (as amended from time to time, the "Purchase Agreement"), pursuant to which the Issuer agreed to issue and BSPI agreed to purchase (the "Private Placement") 95,000 Series 4 Convertible Preference Shares of the Issuer (the "Preference Shares") for a cash purchase price of $1,000.00 per share, with an aggregate purchase price of $95,000,000 (the "Purchase Price"). On March 6, 2017 BSPI assigned its right to purchase 11,813 and 4,187 Preference Shares of the Issuer to SB Employee Fund and SB Employee Fund Offshore, respectively, pursuant to two Assignment and Assumption Agreements. In connection with the closing of the Private Placement, on March 13, 2017 GS Group filed a notification and report form and related materials under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act") with the United States Federal Trade Commission and the Antitrust Division of the United States Department of Justice. Upon the earlier of (i) the receipt of early termination under the HSR Act or (ii) the expiration of all waiting periods under the HSR Act (such date the "Precedent Date"), which is expected to occur within thirty days after such filing, BSPI and the Employee Funds shall have the right to convert the Preference Shares into Class A Subordinate Voting Shares of the Issuer (the "Class A Shares") in whole at any time and from time to time, and in part at any time and from time to time after the ninetieth day following the original issuance date of the Preference Shares, subject to certain ownership limitations. Following the Precedent Date, because of the relationship by and between GS Group, Goldman Sachs, BSPI and the Employee Funds, GS Group and Goldman Sachs may be deemed (for purposes of Rule 13d-3(a) and Rule 16a-1(a) only and not for any other applicable purpose) to beneficially own an aggregate of 134,471 Class A Shares, consisting of (i) 79,000 Class A Shares (deliverable to BSPI upon conversion of the Preference Shares directly held by BSPI), (ii) 16,000 Class A Shares (deliverable to the Employee Funds upon conversion of the Preference Shares directly held by the Employee Funds), and (iii) Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 39,471 shares of Class A Common Stock and Goldman Sachs also had open short positions of 127,396 shares of Class A Common Stock. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein, if any. /s/ Yvette Kosic, Attorney-in-fact 2017-03-15 /s/ Yvette Kosic, Attorney-in-fact 2017-03-15 /s/ Yvette Kosic, Attorney-in-fact 2017-03-15 /s/ Yvette Kosic, Attorney-in-fact 2017-03-15 /s/ Yvette Kosic, Attorney-in-fact 2017-03-15 /s/ Yvette Kosic, Attorney-in-fact 2017-03-15 EX-24 2 mdcex24_0.htm

 
 
EXHIBIT 24.0

POWER OF ATTORNEY
 
 
KNOW ALL PERSONS BY THESE PRESENTS that THE GOLDMAN SACHS GROUP, INC. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
 
THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of October 6, 2008.
 
 
THE GOLDMAN SACHS GROUP, INC.
  
       
 
By:
/s/ Gregory K. Palm  
  Name:
Gregory K. Palm
  
  Title: 
Executive Vice President and General Counsel
  
       


 
 EX-24.1 3 mdcex24_1.htm

 
 
EXHIBIT 24.1

POWER OF ATTORNEY
 
 
KNOW ALL PERSONS BY THESE PRESENTS that GOLDMAN, SACHS & CO. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Andrea DeMar, Yvette Kosic, Rachel Parrish, Kevin P. Treanor, Michael T. Seeley and Anthony DeRose (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
 
THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of October 6, 2008.
 
 
GOLDMAN, SACHS & CO.
  
       
 
By:
/s/ Gregory K. Palm  
  Name:
Gregory K. Palm
  
  Title: 
Executive Vice President and General Counsel
  
       


 
 EX-24.2 4 mdcex24_2.htm
 
 
 
EXHIBIT 24.2

POWER OF ATTORNEY
 
 
KNOW ALL PERSONS BY THESE PRESENTS that BROAD STREET PRINCIPAL INVESTMENTS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Bruce A. Albert, Anthony DeRose, Yvette Kosic, Kevin P. Treanor and Amber Derryberry (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by Bruce Albert or Yvette Kosic), acting individually, as its true and lawful attorney, to approve, execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
 
THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact. This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.
 
THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 1st day of March, 2017.
 
 
BROAD STREET PRINCIPAL INVESTMENTS, L.L.C.
  
       
 
By:
/s/ William Y. Eng  
  Name:
William Y. Eng
  
  Title: 
Vice President
  
       


 
 

 EX-24.3 5 mdcex24_3.htm
 
 
 
EXHIBIT 24.3

POWER OF ATTORNEY
 
 
KNOW ALL PERSONS BY THESE PRESENTS that STONEBRIDGE 2017, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor and Kimberly Williams (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by Yvette Kosic), acting individually, as its true and lawful attorney, to approve, execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act,  giving and  granting  unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact. This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 1st day of March, 2017.
 
 
STONEBRIDGE 2017, L.P.
  
       
  By:
Bridge Street Opportunity Advisors, L.L.C.,
its General Partner
  
       
 
By:
/s/ William Y. Eng  
  Name:
William Y. Eng
  
  Title: 
Vice President
  
       


 
 EX-24.4 6 mdcex24_4.htm
 
 
 
EXHIBIT 24.4

POWER OF ATTORNEY
 
 
KNOW ALL PERSONS BY THESE PRESENTS that STONEBRIDGE 2017 OFFSHORE, L.P. (the “Company”) does hereby make, constitute and appoint each of Yvette Kosic, Kevin P. Treanor and Kimberly Williams (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by Yvette Kosic), acting individually, as its true and lawful attorney, to approve, execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act,  giving and  granting  unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact. This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.

THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 1st day of March, 2017.
 
 
STONEBRIDGE 2017 OFFSHORE, L.P.
  
       
  By:
Bridge Street Opportunity Advisors, L.L.C.,
its General Partner
  
       
 
By:
/s/ William Y. Eng  
  Name:
William Y. Eng
  
  Title: 
Vice President
  
       


EX-24.5 7 mdcex24_5.htm
 
 
 
EXHIBIT 24.5
POWER OF ATTORNEY
 
 
KNOW ALL PERSONS BY THESE PRESENTS that BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C. (the “Company”) does hereby make, constitute and appoint each of Anthony DeRose, Yvette Kosic and Kevin P. Treanor (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by Anthony DeRose or Yvette Kosic), acting individually, as its true and lawful attorney, to approve, execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said Attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do, hereby ratifying and confirming all that said Attorney-in-fact shall lawfully do or cause to be done by virtue hereof.
 
THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or person to whom power of attorney has been hereby granted ceases to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates or ceases to perform the function in connection with which he/she was appointed Attorney-in-fact. This Power of Attorney shall cease to have effect in relation to such Attorney-in-fact upon such cessation but shall continue in full force and effect in relation to the remaining Attorneys-in-fact. The Company has the unrestricted right unilaterally to revoke this Power of Attorney.
 
THIS POWER OF ATTORNEY shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to rules of conflicts of law.
 
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents this 1st day of March, 2017.
 
 
BRIDGE STREET OPPORTUNITY ADVISORS, L.L.C.
  
       
 
By:
/s/ William Y. Eng  
  Name:
William Y. Eng
  
  Title: 
Vice President