SecProbe.io

CORRESP
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January 16, 2019

Via Edgar

Mr. Robert Littlepage

Division
of Corporation Finance

Office of
Telecommunications

Securities
and Exchange Commission

100 F Street
N.E.

Washington, D.C. 20549

 RE: MDC Partners Inc.

Form 10-K for Fiscal
Year Ended December 31, 2017 (Filed March 1, 2018)

Form 10-Q for Quarterly
Period Ended September 30, 2018 (Filed November 1, 2018)

SEC Correspondence
Dated December 20, 2018

File No. 001-13718

Dear Mr. Littlepage:

Set
forth below is the response of MDC Partners Inc. (the “Company” or “MDC”) to the correspondence of the
Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”), which was set forth
in your letter dated December 20, 2018.

*          *          *          *          *

Form 10-Q for the Quarter Ended September 30, 2018

2. Revenue, page 8

 1. Please refer to ASC 606-10-50-12 and revise future filings to address the following:

• describe the nature of your performance
obligations in greater detail;

• clarify how you determined that you had
more than one performance obligation with respect to your advertising services and media services arrangements;

• discuss how you determined that you act
as an agent for your production services and media buying services; and

• for performance obligations satisfied over
time, describe in greater detail the input

methods used and how those methods are applied.

In response to the above comment, the Company will
expand its revenue disclosure in future filings. To assist in the Staff’s review, we have included the proposed revenue disclosure
below, presented as our disclosure previously filed within our Form 10-Q as of September 30, 2018 updated with expanded language
earmarked with an underline and any deletions with a strikethrough.

“Revenue

Effective January 1, 2018, the Company adopted FASB
Financial Accounting Standards Board (the “FASB”) ASC Topic 606, Revenue from Contracts with Customers (“ASC
606”). ASC 606 was applied using the modified retrospective method, with the cumulative effect of the initial adoption being
recognized as an adjustment to opening retained earnings at January 1, 2018. As a result, comparative prior periods have not been
adjusted and continue to be reported under FASB ASC Topic 605, Revenue Recognition (“ASC 605”). See Note X 13
of the Notes to the Unaudited Consolidated Financial Statements included herein for additional details
surrounding the Company’s adoption of ASC 606. The Company’s policy surrounding revenue under ASC 605 is described
in Note 2 of Item 8 of the Company’s 2017 Form 10-K. The policies described herein refer to those in effect as of January
1, 2018.

The Company’s revenue recognition
policies are established in accordance with the Revenue Recognition topics of ASC 606, and accordingly, revenue is recognized when
control of the promised goods or services are transferred to our clients, in an amount that reflects the consideration we expect
to be entitled to in exchange for those goods or services.

The MDC
network provides an extensive range of services to our clients offering a variety of marketing and communication capabilities including
strategy, creative and production for advertising campaigns across a variety of platforms (print, digital, social media, television
broadcast), public relations services including strategy, editorial, crisis support or issues management, media training, influencer
engagement and events management. We also provide media buying and planning across a range of platforms (out-of-home, paid search,
social media, lead generation, programmatic, television broadcast), experiential marketing and application/website design and development.

The primary source of the Company’s
revenue is from agency arrangements in the form of fees for services performed, commissions, and from performance incentives or
bonuses, depending on the terms of the client contract. In all circumstances, revenue is only recognized when collection is reasonably
assured. Certain of the Company’s contractual arrangements have more than one performance obligation. For such arrangements,
revenue is allocated to each performance obligation based on its relative stand-alone selling price. Stand-alone selling prices
are determined based on the prices charged to clients or using expected cost plus margin.

Revenue is recognized net of sales and other
taxes due to be collected and remitted to governmental authorities. The Company’s contracts typically provide for termination
by either party within 30 to 90 days. Although payment terms vary by client, they are typically within 30 to 60 days.
In addition, the Company generally has the right to payment for all services provided through the end of the contract or termination
date.

The determination
of our performance obligations is specific to the services included within each contract. Based on a client’s requirements
within the contract, and how these services are provided, multiple services could represent separate performance obligations or
be combined and considered one performance obligation. Contracts that contain services that are not significantly integrated
nor interdependent, nor that significantly modify or customize each other, are considered separate performance obligations. Typically,
we consider media planning, media buying, creative (or strategy), production and experiential marketing services to be separate
performance obligations if included in the same contract as each of these services can be provided on a standalone basis, and do
not significantly modify or customize each other. Public relations services and application/website design and development are
typically each considered one performance obligation as there is a significant integration of these services into a combined output.

Although certain of our performance obligations
are recognized at a point in time, We typically satisfy our performance obligations over time, as services are performed.
Point in time recognition primarily relates to certain commission-based contracts, which are recognized upon placement
of advertisements in various media when the Company has no further performance obligation. Fees for services are typically
recognized using input methods (direct labor hours, materials and third-party costs) that correspond with efforts incurred
to date in relation to total estimated efforts to complete the contract. Point in time recognition primarily relates to certain
commission-based contracts, which are recognized upon the placement of advertisements in various media when the Company has no
further performance obligation.

Revenue is recognized net of sales and other taxes
due to be collected and remitted to governmental authorities. The Company’s contracts typically provide for termination by
either party within 30 to 90 days. Although payment terms vary by client, they are typically within 30 to 60 days.
In addition, the Company generally has the right to payment for all services provided through the end of the contract or termination
date.

Within each contract, we identify whether the Company
is principal or agent at the performance obligation level. In arrangements where the Company has substantive control over the service
before transferring it to the client, and is primarily responsible for integrating the services into the final deliverables, we
act as principal. In these arrangements, revenue is recorded at the gross amount billed. Accordingly, for these contracts the Company
has included reimbursed expenses in revenue. In other arrangements where a third-party supplier, rather than the Company is primarily
responsible for the integration of services into the final deliverables for our client, and thus the Company
is solely arranging for the third-party supplier to provide these services to our client, we generally act as agent and record
revenue equal to the net amount retained, when the fee or commission is earned. We have determined that we primarily act
as agent for production and media buying services. The role of MDC’s agencies
under a production services agreement is to facilitate a client’s purchasing of production capabilities from
a third-party production company in accordance with the client’s strategy and guidelines. The obligation of MDC’s agencies
under media buying services is to negotiate and purchase advertising media from a third-party media vendor on behalf of a client
to execute its media plan. We do not obtain control prior to transferring these services to our clients; therefore, we primarily
act as agent for production and media buying services.

A small portion of the Company’s
contractual arrangements with clients include performance incentive provisions, which allow the Company to earn additional revenues
as a result of its performance relative to both quantitative and qualitative goals. Incentive compensation is primarily estimated
using the most likely amount method and is included in revenue up to the amount that is not expected to result in a reversal of
a significant amount of cumulative revenue recognized. We recognize revenue related to performance incentives as we satisfy the
performance obligation to which the performance incentives are related.”

There are no proposed changes to our remaining
revenue disclosures for disaggregated revenue data, contract assets and liabilities and practical expedients.

*                    *                    *                    *                    *

Please direct any questions
concerning the above responses to the undersigned (telephone: (646) 429-1818; fax: (212) 937-4365).

    Very truly yours,

    /s/ David Doft

    David B. Doft

    Chief Financial Officer

 cc: Kathryn Jacobson, Senior Staff Accountant

Mitchell Gendel, General Counsel & Corporate
Secretary

Vincenzo DiMaggio, Chief Accounting Officer

Members of the Audit Committee of Board
of Directors of MDC Partners Inc.

Risë Norman and Karen Kelley, Simpson
Thacher & Bartlett LLP

Robert Trinchetto, BDO USA, LLP