SecProbe.io

November 27, 2012

Via E -mail
David B. Doft
Chief Financial Officer
MDC Partners Inc.
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
Form 10 -K for the Year Ended December 31, 2011
Filed March 15, 2012
File No. 001 -13718
Form 10 -Q for the Quarterly Period Ended September 30, 2012
Filed November 9, 2012
File No. 001 -13718
Form 8 -K
Filed November 5, 2012
File No. 001 -13718

Dear Mr. Doft:

We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days and indicate that you will comply
with our comments in  future filings.   Confirm in writing that you will do so and also explain to
us how you intend to comply.  If you do not believe our comments apply to your facts and
circumstances or do not believe compliance in future disclosure is appropriate, please tel l us why
in your response.

  After reviewing the information you provide in response to these comments, we may
have additional comments.

David B. Doft
MDC Partners Inc.
November 27, 2012
Page 2

 Form 10 -K for the Year Ended December 31, 2011

Item 7. Management’s Discussion and Analysis of Financial Condition a nd Results of
Operations, page 18

Executive Summary, page 18

Certain Factors Affecting Our Business, page 19

1. Please consider expanding this section to discuss how the following trends affect or are
expected to affect your results of operations.

 The rapid increase in the amount of revenue attributable to digital offerings;
 The increase of expenses at a greater rate than revenues over recent periods;
 Your intention to focus on de -leveraging your balance sheet after a period of
significant investment th rough acquisitions; and
 The interest of client procurement departments in driving down fees

In preparing this disclosure , please consider the Commission Guidance Regarding
Management’s Discussion and Analysis of Financial Condition and Results of Operatio ns
(Release Nos. 33 -8350, dated December 29, 2003).

Revenue Recognition, page 56

2. As disclosed, for certain service transactions which require delivery of a number of
service acts, you use the Proportional Performance Model which generally results in
revenue being recognized based on the straight -line method.   Please clarify if the
underlying arrangement calls for a specified number of defined and similar acts and
disclose how you accounted for the related costs.   Please refer to your basis in the
accounti ng literature.

17.  Commitments, Contingencies, and Guarantees, page 88

3. We note that the Company is obligated, under certain put option rights held by certain
owners of non -controlling interests, to pay an aggregate amount of approximately
$88,086 only u pon termination of such owners’ employment with the applicable
subsidiary or death.   Tell us how you considered paragraphs 4 and 64 of ASC 480 -10-55
in accounting for such put option rights.

David B. Doft
MDC Partners Inc.
November 27, 2012
Page 3

 Definitive Proxy Statement Incorporated by Reference Into Part I II

Compensation Discussion And Analysis, page 13

Incentive Awards Based on 2011 Performance; Exercise of Discretionary Authority, page 18

4. With respect to the organic revenue generation performance metric disclose the peer
companies you compared your performance to as well as the actual perfo rmance of those
peer companies.

Calculation of 2011 Annual Incentive Awards, page 19

5. Footnote one to the Summary Compensation Table and the accompanying narrative
disclosure indicates that you made an additional cash incentive payment of $1,875,000 to
your CEO on February 15, 2012 for performance in fiscal 2011.  Tell us how much of
this additional cash payment was subject to repayment at December 31, 2011.

Form of Long -Term Incentives; EVARs, page 20

6. Clarify, i f true, that the equity grants made in March of 2011 relate to payment of 2010
annual incentive awards.

7. The disclosure here indicates that 90% of the restricted stock or RSUs under the awarded
EVARs will be granted at a threshold of $26.25 per share.  Ple ase explain the
circumstances in which 100% of the restricted stock or RSUs would be granted.  In
addition, please explain whether and how the smaller equity award granted to each NEO
on January 26, 2011 pertains to the EVARs.  Revise as necessary.

Summar y Compensation Table, page 21

8. Please explain how you determined the figures reported under “Bonus” for each NEO
and how those figures comply with Item 402(b)(iv) of Regulation S -K.  Specifically
address how the respective figures represent the dollar va lue of the annual incentive
awards earned during the relevant period and not subject to repayment.  For example, it is
not clear whether any of the $3,750,000 award Mr. Nadal earned in 2011 is reported or
properly deferred until the portions of that amount  are no longer subject to repayment.
For further guidance, see CD&I Question 119.7.

9. Please explain the statement in footnote three that “[i]nformation with respect to the
SARs granted to the named executive officers in 2009 is disclosed in the Grants of Plan-
Based Awards Table of this Proxy Statement and the accompanying notes.”  We note that
the Grants of Plan -Based Awards table speaks only to grants in fiscal 2011, in accordance
with Item 402(d)(1) of Regulation S -K.

David B. Doft
MDC Partners Inc.
November 27, 2012
Page 4

 Form 10 -Q for the Quarterly Period Ended September 30, 2012

Unaudited Condensed Consolidated Balance Sheet, page 5

10. We note that your operating income is continuing to decline (negative for the nine
months ended September 30, 2012) and you continue to incur net losses and working
capital deficits.   Please tell us in detail how you considered ASC 350 -20-35-3C to 3G in
concluding that it is more likely than not that the fair values of your reporting units are
not less than their carrying amounts.

Variable Interest Entity, page 10

11. We note your conclusion that you are the primary beneficiary of Doner Partners because
you receive a disproportionate share of profits and losses as compared to your ownership
percentage.   As Doner Partners’s primary beneficiary, tell us how you concluded that you
have a controlling financial interest.   Refer to ASC 820 -10-25-38.  Additionally, as
applicable, please provide the disclosures of a primary beneficiary pursuant to ASC 820 -
20-50-12.

Form 8 -K filed November 5, 2012
Exhibit 99.1
12. We believe that your earni ngs release gives undue prominence to the presentation and
discussion of non -GAAP measures throughout the earnings release, particularly liquidity
measures (i.e., free cash flow and total free cash flow), EBITDA margin, and net debt -to-
pro forma EBITDA. In  this regard, we note that you did not discuss the comparable
GAAP measures alongside these non -GAAP measures.   In addition, you did not disclose
how pro forma EBITDA was calculated. Accordingly, we believe that you should revise
future earnings releases t o comply with the reporting requirements of Item 10(e) of
Regulation S -K.  Refer to Instruction 2 to Item 2.02 of Form 8 -K in this regard.

13. We note on Schedule 4 that you reported Total Free Cash Flow per Share, which is a non -
GAAP liquidity measure per  share.   We believe it is not appropriate to present a non -
GAAP liquidity measure per share in your filings with us, including your Form 8 -K
earnings releases.   Please revise in future filings to delete your Total Free Cash Flow per
Share presentation.   Additionally, please reconcile your Free Cash Flow and Total Free
Cash Flow non -GAAP measures to the most directly comparable GAAP liquidity
measures (i.e., cash flows from operations).   Include a footnote to describe how you
calculated changes in working ca pital.    We refer you to the guidance in Question 102.05
of the Compliance and Disclosure Interpretation on Non -GAAP Financial Measures
dated July 8, 2011.

David B. Doft
MDC Partners Inc.
November 27, 2012
Page 5

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the fil ing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceedin g initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Kathryn Jacobson, Staff Accountant, at 202 -551-3365 or Dean Suehiro,
Staff Accountant , at 202 -551-3384  if you have questions regarding comm ents on the financial
statements and related matters.  Please contact Jonathan Groff, Staff Attorney, at 202 -551-3458
or me at 202 -551-3810 with any other questions.

Sincerely,

 /s/ Larry Spirgel

                                                         Larry Spirgel
        Assistant Director