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MDC Corporation Inc. Announces Filing of Preliminary Prospectus for the Issuance of 3,903,451 Adjustable Rate Exchangeable Securities due December 31, 2028.


Business Editors/High-Tech Writers

TORONTO--(BUSINESS WIRE)--Nov. 18, 2003

THE SECURITIES WILL EACH BE EXCHANGEABLE INTO A UNIT OF CUSTOM DIRECT INCOME FUND

MDC (1) (Mobile Daughter Card) See riser card.

(2) See Meta Data Coalition.
 Corporation Inc. operating as MDC Partners MDC Partners is a holding company based in Toronto, Canada and New York. They are primarily known for their advertising holdings, especially Crispin Porter and Bogusky, located in Miami and Toronto.  ("MDC") of Toronto today announced that it filed a preliminary prospectus Preliminary Prospectus

A first draft registration statement filed by a firm prior to proceeding with an initial public offering of securities. The document, filed with the Securities & Exchange Commission, is intended to provide pertinent information to prospective shareholders
 with the securities regulatory authorities in each of the provinces of Canada to offer 3,903,451 Adjustable Rate Adjustable rate

Applies mainly to convertible securities. Refers to interest rate or dividend that is adjusted periodically, usually according to a standard market rate outside the control of the bank or savings institution, such as that prevailing on Treasury bonds or notes.
 Exchangeable Securities due December 31, 2028. The proceeds will be used for general corporate purposes. Interest payments on the Exchangeable Securities will be made in the same amount and on the same dates as the distributions paid on units of Custom Direct Income Fund (the "Fund"), but in no event will the monthly payment be less than 0.25% per month (3.0% per annum Per annum

Yearly.
).

A holder of an Exchangeable Security will have the right to exchange the security for a unit of the Fund once MDC has effectively exchanged its 20% ownership of Custom Direct, Inc. into units of the Fund. MDC's shares of Custom Direct, Inc. are effectively exchangeable into units of the Fund once (a) the Fund has earned audited EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become  of approximately US$22.2 million for the year ending December 31, 2003 or for any fiscal year subsequent to 2003, and (b) the Fund has made average monthly per unit cash distributions of at least $0.1125 for the period from May 29, 2003 to December 31, 2003 or for any fiscal year subsequent to 2003. For purposes of determining whether the EBITDA target has been met, the audited financial statements for the year ending December 31, 2003 are anticipated to be prepared by March, 2004. The Exchangeable Securities will also be redeemable by MDC for units of the Fund or for cash in certain circumstances.

The Exchangeable Securities and units of the Fund have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Exchangeable Securities in any State in which such offer, solicitation or sale would be unlawful.

About MDC Partners

MDC Partners is one of the world's leading marketing communications firms. Through its partnership of entrepreneurial firms, MDC provides creative, integrated and specialized communication services to leading brands throughout the United States, Canada and the United Kingdom. MDC Class A shares are publicly traded on the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 under the symbol MDZ MDZ Mendez
MDZ Moskauer Deutsche Zeitung (Moscow German newspaper)
MDZ Maritime Defense Zone
MDZ Musik Der Zukunft (music label & community)
MDZ Mendoza, Mendoza, Argentina - El Plumerillo
.A and on the NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
 under the symbol MDCA.

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements involve risks and uncertainties which may cause the actual results or objectives to be materially different from those expressed or implied by such forward-looking statements. Such factors include, among other things, the Company's financial performance; changes in the competitive environment; adverse changes in the economy; ability to maintain long-term relationships with customers; financing requirements and other factors set forth in the Company's Form 40-F for its fiscal year ended December 31, 2002 and subsequent SEC filings.
COPYRIGHT 2003 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2003, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Nov 18, 2003
Words:548
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