SecProbe.io

Mail Stop 3720

August 13 , 2015

Mr. David Doft
Chief Financial  Officer
MDC Partners Inc .
745 Fifth Avenue
New York, NY 10151

Re: MDC Partners Inc.
 Form 10 -K for Fiscal Year Ended December 31, 2014
Filed March 2, 2015
File No. 001 -13718

Dear Mr. Doft :

We have reviewed your filing 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Item 1. Business

Competition, page 4

1. We note that your subsidiary firms cooperate through referrals and the sharing o f both
services and expertise.  Please provide  additional information as to how any cross -selling
arrangements are structured (such as from the Strategic Marketing Services segment to
the Performance Marketing Services segment) and, if material, the degree  to which
referrals and cross -selling contribute to organic  revenue growth.

Mr. David Doft
MDC Partners Inc.
August 13 , 2015
Page 2

 Item 1A. Risk Factors

We have significant contingent obligations related to deferred acquisition consideration and
minority interests in our subsidiaries, which will require us to utilize our cash flow and/or to
incur additional debt to satisfy., page 6.

2. We note your disclosure that deferred acquisition consideration and payments to minority
shareholders will be a significant use of the Company’s liquidity in the foreseeable
future.  Please provide management’s view of the future trajectory and quantifications of
both deferred acquisition totals and redeemable noncontrolling interests.  Please also
provide the rationale and business reasons for structuring your various acquisi tions in part
with a deferred consideration component.  Please also expand your discussion of the
drivers of the net changes in deferred acquisition totals with an emphasis on detailing to
what degree increases can be attributed to acquisitions of new busi nesses,  compounding
past deferred considerations that have remained outstanding (due to subsidiary revenue or
growth targets not being met), or downward redemption value adjustments.

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

Executive Summary, page 15

3. We note that you manage your business “by monitoring several financial and non -
financial performance indicators” such as revenues, operating expenses, and capital
expenditures.  In addition to these key i ndicators, please provide  any non -financial
indicators relating to the growth potential, financial health, and expectations of business
performance of your subsidiary companies.  Please refer to Securities Act Release No.
33-8350.  For example, please see Section III.B.1.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

4. Please expand and revise  your discussion under results of operations for all periods to
provide a more detailed analysis of the reasons underlying each material quanti tative
change in operating measures from period to period.  We note that while you discuss
certain factors to which changes are attributable, you do not quantify certain of these
factors nor analyze the underlying business reasons for the changes.  For exa mple, you
attribute an increase in operating profits and operating margins in your Strategic
Marketing Services segment due to “increases in revenues, decrease[s] in total staff costs,
and decreases in office and general, offset by an increase in direct co sts.”  However, you
do not fully analyze the underlying reasons for these changes.  Where there are material
fluctuations individually or in aggregate, we believe your disclosures could be improved
by ensuring that all material factors are analyzed.

Mr. David Doft
MDC Partners Inc.
August 13 , 2015
Page 3

 Strategic Marketing Services, page 21
Strategic Marketing Services, page 24

5. Please provide in MD&A greater transparency of the underlying reasons for your organic
growth in revenues and profitability.  Specifically describe in this discussion the drivers
of your organic revenue growth (i.e. greater ad spend by existing clients, increase in the
number of clients, new service offerings, and/or favorable pricing ).

Goodwill and Indefinite -lived Intangible, page 50

6. We note you disclose you have ten reporting units with reported goodwill.  In your 2012
10-K, you disclosed that “each partner firm that has reported goodwill will be tested
separately as each partner firm qualifies as a reporting unit under the Accounting
Standards Codification guidance.”   With a view towards expanded disclosure, please te ll
us if you revised  your reporting units and  how you now group the partner firms for
purposes of testing goodwill for impairment.  If so:
 tell why you made this change;
 tell us if you would have recognized an impairment in goodwill under the
previous meth odology; and
 provide us a summary that identifies, by reporting unit, each partner firm included
within the unit, the carrying amount of each partner firm’s goodwill, and the
amount of any excess fair value or impairment.

We urge all persons who are respo nsible 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 its management are
in poss ession 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 co mpany 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 m ay 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.

Mr. David Doft
MDC Partners Inc.
August 13 , 2015
Page 4

 You may contact Kathryn Jacobson, Senior Staff Accountant, at (202) 551 -3365 or
Robert S. Littlepage, Accounting Branch Chief,  at (202) 551 -3361 if you have questions
regarding comments on the financial statements and related matters.  Please contact William
Mastrianna, Attorney -Advisor,  at (202) 551 -3778, Celeste M. Murphy, Legal Branch Chief,  at
(202) 551 -3257, or me at (202) 551 -3810  with any other questions.

Sincerely,

 /s/ Celeste M. Murphy for

 Larry Spirgel
Assistant Director
AD Office 11 – Telecommunications