What's next for MDC? The industry weighs in

Now that MDC Partners has said it's exploring options, including a potential sale, the industry is speculating about what happens next. The possibilities are many: MDC agencies might buy themselves back from the holding company. Consultancies like Accenture Interactive or Deloitte Digital could swoop in and purchase the whole thing or cherrypick shops. Private equity could come in and restructure MDC's operations. Or other holding companies might consider snatching up some MDC agencies, which include 72andSunny, Anomaly, Crispin Porter & Bogusky and Forsman & Bodenfors. Major agency holding companies have gone on the block only a handful of times in recent years. Last year, Vivendi bought Havas, formally bringing together two firms that already were connected through the Bollore family's share holdings. U.K.-based Aegis Group, parent of Carat, was acquired for $4.9 billion in 2013 by Dentsu Inc., forming what is now the Dentsu Aegis Network. Back in 2001, IPG acquired True North Communications, parent of FCB. MDC fended off a potential sale last year with a $95 million investment from Goldman Sachs' Merchant Banking Division. MDC, which is the 15th largest agency holding company according to the Ad Age Datacenter, hired Liontree Advisors in 2016 to evaluate its financial and capital structure. Pivotal Research senior analyst Brian Wieser is leery that a buyer would be interested in acquiring the holding company in its current form. It's "still not particularly useful to anyone at a strategic level, at least in whole," Wieser says, but adds: "It doesn't mean that individual agencies aren't worth a lot." Wieser notes much of what happens will depend upon the creativity of bankers and potential suppliers of capital who might have different ideas than they did last time MDC went through this. One person familiar with the situation said "If there were ever a company that was ripe for a sale, it's MDC," adding that he believes the market cap for the holding company is at least 75 percent lower than it should be. (According to YCharts, MDC's market cap is $267.4 million). "The things they had difficulties with they can clean up with better management," this person said. Here's a look at some scenarios: Buyback opportunities MDC has been known for being somewhat decentralized and letting its agencies have a high level of autonomy. "If MDC were looking at a sale, I think part of that would be some of these entrepreneurial agencies buying themselves back," says Forrester analyst Jay Pattisall, "because of the independence and the autonomy that is part of their cultural makeup." He says agencies like 72andSunny, Anomaly and CP&B might fit that bill. He adds that a buyback is more likely if these agency founders suspect MDC will be bought by a rival with more hands-on philosophy. "They would likely take steps to retain their autonomy, buy themselves back before they would be purchased by another advertising holding company," says Pattisall. Avi Dan, founder of agency search consultancy Avidan Strategies, said he believes MDC's strongest companies might consider looking for opportunities where management could buy them back and take them private — noting he believes agencies like 72andSunny, Anomaly, Redscout and potentially Mono might make sense. Considering consultancies Now that consultancies are increasingly looking to beef up their creative capabilities, a purchase of MDC in whole or in part is in the realm of possibility, some say. "The best fit would surely be one of the consulting firms to jumpstart their creative capabilities. If you look at what Accenture did in the U.K. and Australia, they snared top 10 creative agency talent," says R3 principal and co-founder Greg Paull. Dan agrees that "the consultants have been on a tear buying creative agencies," but cautions, "I don't think they will buy all of MDC." It's more likely that a consultancy will be interested in individual creative shops, he says. According to Wieser, Accenture wants to buy capabilities and services of a relatively small number of people from so-called traditional agencies. "They don't need however many thousand employees — [they need] maybe an agency or two. They don't need the whole of it." Accenture Interactive and Deloitte Digital declined to comment. Selling to other holding companies Some argue that rival holding companies may not be interested in MDC for one simple reason: They might be reluctant to compound their own troubles in a year that has not been kind to the industry. An exception could be S4 Capital, the new venture helmed by former WPP chief Martin Sorrell, suggests an industry insider, suggesting that Sorrell could "pick it up in a firesale and try to scoop up 72andSunny and Anomaly." "What you are doing is you are buying clients. So you think about where clients exist," says the insider. Anomaly's client list includes Anheuser-Busch InBev, Coca-Cola, Diageo, Dick's Sporting Goods and Panera, while 72andSunny's big accounts include MillerCoors, Smirnoff and Activision. In response to an emailed query on whether S4 would be interested in such a deal, Sorrell answered: "If we started to respond to enquiries like these where would we be?" When pressed for elaboration, he declined. MDC also has a strong presence in the Midwest with shops like Doner, whose Detroit office holds significant chunks of the Fiat Chrysler Automobiles business, as well as Minneapolis-based agencies Colle McVoy and Mono. One-time creative darling CP&B, based in Boulder, Colorado, recently made a splash by hiring back bold-faced name creative Alex Bogusky. Dentsu, the fifth-largest agency holding company according to the Ad Age Datacenter, is also posited by some as a possible acquirer, given the potential of adding to its fairly small number of creative shops in the U.S. "Dentsu needs to diversify their creative shops and MDC seems to make a lot of sense," says a person familiar with Dentsu, where McGarryBowen and 360i handle a big chunk of the creative load. While creative shops are struggling to boost revenue as clients cut fees, it is helpful to have several shops at a holding company's disposal. "More RFPs are coming in for integrated creative and media, so more creative shops allow you to keep conflicts at bay," says this person. In an interview with Ad Age earlier this month, Dentsu Aegis Network CEO of U.S. and the Americas Nick Brien was asked if he would consider acquiring MDC Partners or one of its agencies. Brien said he was "interested in everything" but has to consider the holding company's other priorities. "We've got that dynamic between my desire and my checkbook," he said. "And again, our colleagues in Japan and the Dentsu Aegis Network … We're very thoughtful. What we are is being very thoughtful, not just about buying capabilities but about culture." Wieser said Dentsu is "not a particularly good fit" with MDC given its interests and strategic needs — Dentsu has a stated focus on becoming "100% digital." Avidan's Dan said he doesn't see any of the "big four" holding companies buying because "they're really not in acquisition mode," he says. He notes, though, that they might be interested in particular agencies for strategic reasons — if an MDC shop had an attractive client, for instance. Contributing: Bradley Johnson

What's next for MDC? The industry weighs in

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