NEW YORK, Jan. 18, 2017 /CNW/ -- (NASDAQ: MDCA) - MDC
Partners Inc. ("MDC" or the "Company") announced today that the
Securities and Exchange Commission (the "SEC") has entered an
administrative Order concluding its investigation of the Company.
The terms of the final Order are consistent with the Company's
prior announcement, on November 8,
2016, disclosing that the Company had reached an agreement
in principle with the Philadelphia Regional Office of the SEC.
Scott L. Kauffman, the Company's
Chairman and Chief Executive Officer, stated, "We are extremely
pleased to have concluded the SEC investigation. I am particularly
gratified that the SEC formally acknowledged MDC's high level of
cooperation, our in-depth internal investigation conducted by the
Company's Special Committee with outside counsel, and our
self-initiated remedial measures."
Under the Order, without admitting or denying liability, the
Company agreed that it will not in the future violate Section
17(a)(2) of the Securities Act of 1933 and Sections 13(a), 13(b)
and 14(a) of the Securities Exchange Act of 1934 and related rules
requiring that periodic filings be accurate; that accurate books
and records and a system of internal accounting controls be
maintained; and that solicitations of proxies comply with the
securities laws. In addition, the Company agreed to comply with all
requirements under Regulation G relating to the disclosure and
reconciliation of non-GAAP financial measures.
Pursuant to the Order, and based upon the Company's full
cooperation with the investigation, the Commission imposed a civil
penalty of $1.5 million on the
Company to resolve all potential claims by the SEC against the
Company relating to these matters. There will be no restatement of
any of the Company's previously-filed financial statements.
In the Order, the SEC also noted that in reaching its decision
to resolve the investigation of the Company on these terms, it
considered MDC's extensive and prompt remedial efforts, referring
specifically to the following measures: (i) the formation of an
independent Special Committee of MDC's Board of Directors, who
engaged outside counsel and an independent forensic accounting firm
to conduct an in-depth investigation; (ii) replacing its Chief
Executive Officer and Chief Accounting Officer; (iii) collecting
more than $21.7 million in repayments
from the former Chief Executive Officer; (iv) adding three new
independent directors to the Board of Directors, as well as a new
Senior Vice President of Internal Controls and Compliance; and (v)
implementing new internal control and compliance policies and
procedures, and executive training programs, concerning expense
reimbursement, accounts payable processing, and travel and
entertainment.
About MDC Partners Inc.
MDC Partners is one of the
fastest-growing and most influential marketing and communications
networks in the world. Its 50+ advertising, public relations,
media, branding, digital, social and event marketing agencies are
responsible for some of the most memorable and engaging campaigns
for the world's most respected brands. As "The Place Where Great
Talent Lives," MDC Partners is known for its unique partnership
model, empowering the most entrepreneurial and innovative talent to
drive competitive advantage and business growth for clients. By
leveraging technology, data analytics, insights, and strategic
consulting solutions, MDC Partners drives measurable results and
optimizes return on marketing investment for over 1,700 clients
worldwide.
For more information about MDC Partners and its partner firms,
visit www.mdc-partners.com and follow us on Twitter:
http://www.twitter.com/mdcpartners.
CONTACT:
Matt Chesler, CFA
VP, Investor Relations
646-412-6877
mchesler@mdc-partners.com
Logo -
http://photos.prnewswire.com/prnh/20120221/NY57031LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/mdc-partners-announces-final-sec-settlement-order-300392907.html
SOURCE MDC Partners Inc.