8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13
of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event reported) – June 30, 2005 (June 28, 2005)

MDC PARTNERS INC.

(Exact name of registrant as specified in its charter)

Ontario	001-13718	98-0364441
(Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

45 Hazelton Ave., Toronto, Ontario, Canada M5R 2E3
(Address of principal executive offices and zip code)

     (416) 960-9000
(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

        Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a12)

        Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))

        Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR 240.13e 4(c))

Item 3.02. Unregistered Sales of Equity Securities.

On June 28, 2005, the Company issued a press release announcing that it had closed its previously announced offering of C$45,000,000 of aggregate principal amount of 8.0% convertible unsecured subordinated debentures due June 30, 2010, pursuant to an agreement with a syndicate of underwriters.

The debentures are convertible into MDC Partners Class A Subordinated Voting shares at the option of the holder at any time on or prior to the maturity date based on a conversion ratio of 71.4286 shares per C$1,000 of convertible subordinated debentures, representing a conversion price of C$14.00 per share. The issue size of C$45,000,000 of aggregate principal amount of debentures included an over-allotment exercise of C$5,000,000. Aggregate underwriting discounts and commissions for the offering were equal to 3.0% of the aggregate principal amount of debentures sold.

Each debenture has a minimum denomination of C$1,000 and bears an interest rate of 8.0% per annum, payable in cash semi-annually in arrears on June 30^th and December 31^st of each year, commencing December 31, 2005. The Company used the net proceeds of this offering to reduce outstanding indebtedness under its revolving credit agreement.

These debentures were sold outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.

A copy of such press release is annexed hereto as Exhibit 99.1.

Risks and Uncertainties:

This document contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this document that are not historical facts, including statements about the Company’s beliefs and expectations, particularly regarding the financial and strategic impact of acquiring the Zyman Group, recent business and economic trends, potential acquisitions, estimates of amounts for deferred acquisition consideration and “put” option rights, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

• risks associated with effects of national and regional economic conditions;

• the Company’s ability to attract new clients and retain existing clients;

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• the financial success of the Company’s clients;

• the Company’s ability to remain in compliance with its credit facility;

• risks arising from material weaknesses in internal control over financial reporting;

• the Company’s ability to retain and attract key employees;

• the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities;

• foreign currency fluctuations; and

• risks associated with the delisting procedure initiated by the Nasdaq Stock Market Listing Qualifications Department, due to the fact that the Company is not in compliance with Nasdaq's Marketplace Rule 4310(c)(14) because the Company has not yet filed with the SEC its management report on internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Company’s Annual Report on Form 10-K and in the Company’s other SEC filings.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit 99.1: Press Release issued by the Company on June 28, 2005.

Signatures

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

Date: June 30, 2005	MDC Partners Inc.
	By:	/s/ Steven Berns
		Steven Berns,
		Vice Chairman and Executive Vice President

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EX-99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

FOR:	MDC Partners Inc.
	45 Hazelton Avenue
	Toronto, Ontario M5R 2E3
CONTACT:	Donna Granato
	Director, Finance & Investor Relations
	416-960-9000
	dgranato@mdc-partners.com

MDC PARTNERS CLOSES C$45,000,000 OFFERING OF CONVERTIBLE UNSECURED SUBORDINATED DEBENTURES

TORONTO, Ontario (June 28, 2005) – MDC Partners Inc. announced today the closing of C$45,000,000 of aggregate principal amount of 8.0% convertible unsecured subordinated debentures due June 30, 2010 pursuant to an agreement with a syndicate of underwriters. The debentures are convertible into MDC Partners Class A Subordinated Voting shares at the option of the holder at any time on or prior to the maturity date based on a conversion ratio of 71.4286 shares per C$1,000 of convertible subordinated debentures, representing a conversion price of C$14.00 per share. The issue size of C$45,000,000 of aggregate principal amount of debentures included an over-allotment exercise of C$5,000,000.

MDC Partners will use the net proceeds of this offering to reduce outstanding indebtedness under its revolving credit agreement.

The securities offered 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 securities in any State in which such offer, solicitation or sale would be unlawful.

The debentures will begin trading on the Toronto Stock Exchange today under the symbol “MDZ.DB”.

MDC Partners Class A shares are publicly traded on the Toronto Stock Exchange under the symbol “MDZ.SV.A” and on the NASDAQ under the symbol “MDCAE”.

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. The Company’s representatives may also make forward-looking statements orally from time to time. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

• risks associated with effects of national and regional economic conditions;

• the Company’s ability to attract new clients and retain existing clients;

• the financial success of the Company’s clients;

• the Company’s ability to remain in compliance with its credit facility;

• risks arising from material weaknesses in internal control over financial reporting;

• the Company’s ability to retain and attract key employees;

• the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities;

• foreign currency fluctuations; and

• risks associated with the delisting procedure initiated by the Nasdaq Stock Market Listing Qualifications Department, due to the fact that the Company is not in compliance with Nasdaq’s Marketplace Rule4310(c)(14) because the Company has not yet filed with the SEC its management report on the Company’s internal controls over financial reporting pursuant to Section404 of the Sarbanes-Oxley Act of 2002.

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Company’s Annual Report on Form10-K under the caption “Risk Factors” and in the Company’s other SEC filings.