SecProbe.io

May 9 , 2014

Via E-mail
Mr. David Doft
Chief Financial Officer
MDC Partners, Inc.
745 Fifth Avenue,
New York, NY 10151 -1714

Re: MDC Partners, Inc.
Form 10 -K for the Year Ended December 31, 201 3
Filed March 10, 2014
Form 8 -K filed February 20, 2014
File No. 001-13718

Dear Mr. Doft:

 We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures  and do not intend to expand our
review to other portions of your documents.  Please comply with the following comments in
future filings.  Confirm in writing that you will do so and explain to us how you intend to
comply.  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 by providing the requested
information or by advising us when you will provide the requested response.  If you do no t
believe our comments apply to your facts and circumstances, please tell us why in your response.

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

Form 10 -K for the Year Ended December 31 , 2013

General

1. Please revise to report your correct Commission File Number, which is 1 -13718.

Mr. David Doft
MDC Partners, Inc.
May 9 , 2014
Page 2

 Item 7. Management’s Discus sion and Analysis of Financial Condition and Results of
Operations

Year Ended December 31, 2013 Compared to Year Ended December 31, 2012, page 26

2. Please discuss significant trends that affect or are expected to affect your results of
operations.   In order to provide your investors greater transparency regarding the pri mary
drivers for  your organic revenue growth and operating profit, please discuss

 If true, that 65% of your business is now online, social media, and digital;
 how your revenue mix has shifted to more fee -based revenue compared to pass -
through revenue; and
 how such trends impacted your earnings.

We note your statements in your Q4 2013 Earnings Call.

Consolidated Statement of Cash Flows, pages 48 -49

3. With re gard to the “Acquisition related payments” line item under financing activities,
please tell us the payment amount s attributable to  the initial estimated present value of
the underlying obligation s recorded at the  acquisition  dates, the accretion o f presen t value
and changes in fair value.

Deferred Acquisition and Contingent Consideration  (Earnouts) , page 37

Critical Accounting Policies  (Busines s Combinations) , page 40

4. Please further disclose  the methods and assumptions that you used to determine t he fair
value of the deferred acquisition and contingent consideration as of the acquisition and
remeasurement dates, including but not limited to the contractual valuation formula s and
related  inputs which you cited in Note 13.

11. Bank Debt, Long -term Debt and Convertible Notes, page 72

5. In the last paragraph, we note that you referred to restricted subsidiaries (as defined in the
indenture).   Since you have a consolidated sharehold ers’ deficit, your net asset base is
zero for the purpose of computing  your proportionate share of the restricted net assets of
your consolidated subsidiaries.  Please tell us how you calculated your proportionate
share of the restricted net assets of your consolidated subsidiaries for purposes of
providing restricted net as sets footnote disclosure pursuant to Rule 4 -08(e) of Regulation
S-X and parent -only financial statements pursuant to Rule 5 -04 of Regulation S -X.

Mr. David Doft
MDC Partners, Inc.
May 9 , 2014
Page 3

 13.  Fair Value Measurements, page 79

6. Please tell us what “grants” and “redemption value” represent.

Form 8-K filed February 20, 2014

Exhibit 99.1

7. The presentation of non -GAAP measures without presenting the most directly
comparable GAAP measures appears to attach undue prominence to the non -GAAP
measures.   For example, we note the non-GAAP measures in your press release headlines
and the full year and fourth quarter highlights without the presentation of the most
directly comparable GAAP measures.  Also, we note yo ur reference to “record results” .
However, w e note your GAAP loss fr om continuing operations a nd net loss.  Please
revise ac cordingly.

Schedules 2 and 3

Reconciliation of Operating Income (Loss) to EBITDA

8. Since you reconcile your non -GAAP measure to operating loss, instead of net loss, please
revise your caption of suc h non -GAAP measure from EBITDA to Adjusted Operating
Profit.  Otherwise, please reconcile EBITDA to net loss.  If you adjust such measure for
items other than interest, tax, depreciation, and amortization, please revise the title to
“Adjusted EBITDA. ”

Schedule 4

Free Cash Flow

9. We note that this measure as currently presented exclude s line items that are of an
operating nature.  Accordingly, we do not believe that it is appropriate to refer to this
measure as “free cash flows .”  Please revise.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing 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 i ts 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
ackno wledging that:

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

Mr. David Doft
MDC Partners, Inc.
May 9 , 2014
Page 4

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

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

You may contact  Kathryn Jacobson , Senior Staff Accountant, at (202) 551 -3365 or Dean
Suehiro, Senior Staff Accountant , at (202) 551 -3384 if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3810 with any
other questions.

Sincerely,

/s/ Carlos Pacho for

Larry Spirgel
Assistant Director