8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event reported) — April 28, 2011(April 28, 2011)

MDC PARTNERS INC.

(Exact name of registrant as specified in its charter)

Canada (Jurisdiction of Incorporation) 001-13718 (Commission File Number)   98-0364441 (IRS Employer Identification No.)

950 Third Avenue, New York, NY 10022

 (Address of principal executive offices and zip code)

(646) 429-1800

(Registrant’s Telephone Number)

Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)

o Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))

o Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))

Item 2.02 Results of Operations and Financial Condition.

                On April 28, 2011, MDC Partners Inc. (the “Company”) issued an earnings release reporting its financial results for the three months ended March 31, 2011. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, the Company will host an earnings call in which its financial results for the three months ended March 31, 2011 will be discussed. The investor presentation materials that will be used for the call are attached as Exhibit 99.2 hereto.

                On April 28, 2011, the Company posted the materials attached as Exhibit 99.2 on its web site (www.mdc-partners.com).  The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this Current Report on Form 8-K.

Item 7.01  Regulation FD Disclosure.

See “Item 2.02 Results of Operations and Financial Condition” above.

In addition, on April 28, 2011, the Company issued a press release announcing that its Board of Directors has declared a cash dividend of $0.14 per share on all of its outstanding Class A shares and Class B shares. The dividend will be payable on or about May 31, 2011 to shareholders of record at the close of business on May 16, 2011.  A copy of this press release is attached as Exhibit 99.3 hereto.

     The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02 - Results of Operations and Financial Condition” and “Item 7.01 - Regulation FD Disclosure.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The foregoing information and the exhibits hereto contain forward-looking statements within the meaning of the federal securities laws.  These statements are based on present expectations, and are subject to the limitations listed therein and in the Company's other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1Press release dated April 28, 2011, relating to the announcement of the Company’s financial results for the period ended March 31, 2011.

99.2 Slideshow presentation dated April 28, 2011.

99.3Press release dated April 28, 2011, relating to the announcement of the Company’s dividend.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.

	MDC Partners Inc.
Date: April 28, 2011	By:	/s/ David C. Ross
		David C. Ross
		Associate General Counsel & Assistant Secretary

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR:	MDC Partners Inc.	CONTACT:	David Doft
	950 Third Avenue, 5th Floor		Chief Financial Officer
	New York, NY 10022		646-429-1818
			ddoft@mdc-partners.com

 MDC PARTNERS INC. REPORTS RECORD RESULTS FOR THE

THREE MONTHS ENDED MARCH 31, 2011

Maintains Quarterly Dividend of $0.14 per Share

FIRST QUARTER HIGHLIGHTS:

· Revenue increased to $217.5 million versus $135.9 million in Q1 2010, an increase of 60.0%

· Organic revenue increased 26.5% for Q1 2011, an over 1,200 basis point acceleration from Q4 2010

· EBITDA increased to $14.8 million versus $9.3 million in Q1 2010, an increase of 59.1%

· Free Cash Flow before working capital improved to $0.8 million versus an outflow of ($1.4) million in Q1 2010

· Total Free Cash Flow including working capital was an outflow of ($30.2) million, consistent with the seasonality of our business, versus an outflow of ($13.5) million in Q1 2010

· Technology and digital services revenue made up 51% of total revenues in Q1 2011

· Net new business wins of $8.2 million for Q1 2011

NEW YORK, NY (April 28, 2011) – MDC Partners Inc. (“MDC Partners” or the “Company”) today announced financial results for the three months ended March 31, 2011.

“What a terrific way to begin the year,” said Miles S. Nadal, Chairman and Chief Executive Officer of MDC Partners. “The transformational work that our partners continue to produce for our clients, and our unique understanding of how consumers consume influence in a digital economy is resulting in market leading organic revenue growth of 26.5 percent and our strongest EBITDA results for Q1.  We are building a business that is at the forefront of where this industry is going, and are creating platforms that have longevity, rather than short-term campaigns, leading to long lasting relationships with clients driven by increasing return on marketing investment and resulting in a strong pace of new business. While it’s still early in the year, with our differentiated model and a smart approach to investment and cost management, we are reiterating our 2011 fiscal year guidance.”

Guidance for 2011 is maintained as follows:

		Implied
	2011	Year over Year
	Guidance	Change
Revenue	$850 - $870 million	+21.8% to +24.7%
EBITDA	$108 - $112 million	+25.3% to +29.9%
Free Cash Flow	$43 - $46 million	+29.9% to +39.0%
+ Change in Working Capital and Other	+$5 million
Total Free Cash Flow	$48 - $51 million	-35.0% to -30.9%

Consolidated revenue for the first quarter of 2011 was $217.5 million, an increase of 60.0% compared to $135.9 million in the first quarter of 2010.  EBITDA (as defined) for the first quarter of 2011 was $14.8 million compared to $9.3 million in the first quarter of 2010.  Net income attributable to MDC Partners in the first quarter was a loss of $8.7 million compared to a loss of $10.2 million in the first quarter of 2010.  Diluted earnings per share from continuing operations attributable to MDC Partners common shareholders for the first quarter of 2011 was a loss of ($0.31) compared with a loss of ($0.35) per share in the same period of 2010.  Free cash flow from operations (as defined) was $0.8 million in the first quarter of 2011, compared with an outflow of ($1.4) million in the first quarter of 2010.

 “Our strong results this quarter sets us up nicely to deliver the organic growth, margin expansion and free cash flow generation that we forecasted for 2011,” said David Doft, Chief Financial Officer.  “We are confident that we can approach a $1 billion run rate in revenue in the next nine months and the capital raise that we recently successfully completed underscores how strongly the market believes in our model and prospects for future shareholder value creation. While our balance sheet provides us with the flexibility to build on the momentum we have right now, we will continue to take a conservative and disciplined approach to growth, with particular emphasis on organic growth.”

Add-On Senior Notes Offering Completed On April 19, 2011

On April 19, 2011, MDC Partners completed a private offering of US$55 million aggregate principal amount of 11% senior unsecured notes due 2016 (the “Notes”).  The Notes were priced at a premium to par at an issue price of 111%, resulting in a yield-to-maturity of approximately 8%.  Gross proceeds received from this offering were approximately $61.1 million. MDC Partners used the net proceeds of this offering to repay borrowings under its senior secured revolving credit facility.  The new Notes are a follow-on issue to the Company’s outstanding senior unsecured notes.

“We are thrilled to have been able to opportunistically take advantage of favorable credit market conditions to raise incremental capital.  The successful bond offering provides added flexibility with which to fund our growth strategy,” added Mr. Nadal. “The continued reduction in our cost of capital and added liquidity is a testament to the strong results we have delivered since initially issuing our bonds in the public markets in October 2009.  We expect this additional capital will be a key driver of our ability to deliver growing incremental shareholder value in the future.”

MDC Partners Announces $0.14 per Share Cash Dividend

MDC Partners today also announced that its Board of Directors has declared a cash dividend of $0.14 per share on all of its outstanding Class A shares and Class B shares.  The dividend will be payable on or about May 31, 2011 to shareholders of record at the close of business on May 16, 2011.

Conference Call

Management will host a conference call on Friday, April 29, 2011 at 8:00 a.m. (ET) to discuss results.  The conference call will be accessible by dialing 1-647-427-7450 or toll free 1-888-231-8191.  An investor presentation has been posted on our website www.mdc-partners.com and will be referred to during the conference call.

A recording of the conference call will be available until Friday, May 13, by dialing 1-416-849-0833 or toll free 1-800-642-1687 (passcode 62983172) or by visiting our website at www.mdc-partners.com.

About MDC Partners Inc.

MDC is a Business Transformation Organization that utilizes technology, marketing communications, data analytics and insights and strategic consulting solutions to drive meaningful returns on Marketing and Communications Investments for multinational clients in the United States, Canada, Europe, and the Caribbean.

MDC’s durable competitive advantage is to Empower the Most Talented Entrepreneurial Thought Leaders to Drive Business Success to new levels of Achievement, for both our Clients and our Shareholders, reinforcing MDC's reputation as "The Place Where Great Talent Lives."

MDC Partners' Class A shares are publicly traded on NASDAQ under the symbol "MDCA" and on the Toronto Stock Exchange under the symbol "MDZ.A".

Non-GAAP Financial Measures

In addition to its reported results, MDC Partners has included in this earnings release certain financial results that the Securities and Exchange Commission defines as "non-GAAP financial measures."  Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. These non-GAAP financial measures relate to: (1) presenting EBITDA and EBITDA margin (as defined) for the three months ended March 31, 2011 and 2010; and (2) presenting Total Free Cash Flow, Free Cash Flow and Free Cash Flow per Share (as defined) for the three months ended March 31, 2011 and 2010.  Included in this earnings release are tables reconciling MDC’s reported results to arrive at these non-GAAP financial measures.

This press release contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about the Company’s beliefs and expectations, recent business and economic trends, potential acquisitions, estimates of amounts for deferred acquisition consideration and “put” option rights, constitute forward-looking statements.  These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section.  Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties.  A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

· risks associated with severe effects of national and regional economic downturn;

· the Company’s ability to attract new clients and retain existing clients;

· the financial success of the Company’s clients;

· the Company’s ability to retain and attract key employees;

· the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to “put” option right and deferred acquisition consideration;

· the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities; and

· foreign currency fluctuations.

The Company’s business strategy includes ongoing efforts to engage in material acquisitions of ownership interests in entities in the marketing communications services industry.  The Company intends to finance these acquisitions by using available cash from operations, from borrowings under its credit facility and through incurrence of bridge or other debt financing, any of which may increase the Company’s leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership.  At any given time the Company may be engaged in a number of discussions that may result in one or more material acquisitions.  These opportunities require confidentiality and may involve negotiations that require quick responses by the Company.  Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the Company’s securities.

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Report on Form 10-K under the caption “Risk Factors” and in the Company’s other SEC filings.

SCHEDULE 1

MDC PARTNERS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(US$ in 000s, except share and per share amounts)

	Three Months Ended March 31,
	2011			2010
Revenue	$	217,502		$	135,915
Operating Expenses:
Cost of services sold		159,144			96,571
Office and general expenses		45,731			34,277
Depreciation and amortization		10,383			5,816
		215,258			136,664
Operating profit (loss)		2,244			(749	)
Other Income (Expenses):
Other income (expense)		311			(588	)
Interest expense and finance charges		(9,564	)		(7,028	)
Interest income		32			31
Loss from continuing operations before income taxes
and equity in affiliates		(6,977	)		(8,334	)
Income tax expense		358			249
Loss from continuing operations before equity in affiliates		(7,335	)		(8,583	)
Equity in earnings (loss) of non-consolidated affiliates		255			(104	)
Loss from continuing operations		(7,080	)		(8,687	)
Loss from discontinued operations, net of taxes		-			(476	)
Net loss		(7,080	)		(9,163	)
Net income attributable to the noncontrolling interests		(1,605	)		(1,023	)
Net loss attributable to MDC Partners Inc.	$	(8,685	)	$	(10,186	)
Loss Per Common Share:
Basic and Diluted:
Loss from continuing operations attributable to MDC
Partners Inc. common shareholders	$	(0.31	)	$	(0.35	)
Discontinued operations	$	0.00		$	(0.02	)
Net loss attributable to MDC Partners Inc.
common shareholders	$	(0.31	)	$	(0.37	)
Weighted Average Number of Common Shares:
Basic		28,200,111			27,631,903
Diluted		28,200,111			27,631,903

SCHEDULE 2

MDC PARTNERS INC.

RECONCILIATION OF OPERATING INCOME (LOSS) TO EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended March 31, 2011

	Strategic			Performance
	Marketing			Marketing
	Services			Services			Corporate			Total
Revenue	$	141,493		$	76,009			-		$	217,502
Operating income (loss) as reported	$	7,723		$	1,331		$	(6,810	)	$	2,244
margin		5.5	%		1.8	%					1.0	%
Add:
Depreciation and amortization		5,807			4,472			104			10,383
Stock-based compensation		1,547			505			2,222			4,274
Acquisition deal costs		287			281			-			568
Deferred acquisition consideration adjustments to P&L		(396	)		(2,581	)		-			(2,977	)
Profit distributions from affiliates		-			-			267			267
EBITDA *	$	14,968		$	4,008		$	(4,217	)	$	14,759
margin		10.6	%		5.3	%					6.8	%

* EBITDA is a non-GAAP measure, but as shown above it represents operating income (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs , deferred acquisition consideration adjustments and profit distributions from affiliates.

MDC PARTNERS INC.

RECONCILIATION OF OPERATING INCOME (LOSS) TO EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended March 31, 2010

	Strategic			Performance
	Marketing			Marketing
	Services			Services			Corporate			Total
Revenue	$	91,258		$	44,657			-		$	135,915
Operating income (loss) as reported	$	6,779		$	(2,652	)	$	(4,876	)	$	(749	)
margin		7.4	%		-5.9	%					-0.6	%
Add:
Depreciation and amortization		3,284			2,439			93			5,816
Stock-based compensation		1,753			366			1,349			3,468
Acquisition deal costs		-			399			-			399
Deferred acquisition consideration adjustments to P&L		196			138			-			334
Profit distributions from affiliates		-			-			7			7
EBITDA*	$	12,012		$	690		$	(3,427	)	$	9,275
margin		13.2	%		1.5	%					6.8	%

* EBITDA is a non-GAAP measure, but as shown above it represents operating income (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs , deferred acquisition consideration adjustments and profit distributions from affiliates.

SCHEDULE 3

MDC PARTNERS INC.

FREE CASH FLOW

(US$ in 000s, except share and per share amounts)

	Three Months Ended March 31,
	2011			2010
EBITDA	$	14,759		$	9,275
Net Income Attibutable to Noncontrolling Interests		(1,605	)		(1,023	)
Capital Expenditures, net (1)		(3,900	)		(2,762	)
Cash Taxes		(64	)		(645	)
Cash Interest, net & Other		(8,365	)		(6,276	)
Free Cash Flow (2)	$	825		$	(1,431	)
Changes in Working Capital		(31,022	)		(12,065	)
Total Free Cash Flow (2)	$	(30,197	)	$	(13,496	)
Diluted Common Shares Outstanding		28,200,111			27,631,903
Total Free Cash Flow per Share	$	(1.07	)	$	(0.49	)

(1) Capital Expenditures, net represents capital expenditures net of landlord reimbursements.

(2) Free Cash Flow and Total Free Cash Flow are non-GAAP measures.  As shown above, Free Cash Flow represents EBITDA less net income attributable to noncontrolling interests, less capital expenditures, less net cash interest (including interest paid and to be paid on the 11% Senior Notes), less cash taxes plus realized cash foreign exchange gains. Total Free Cash Flow represents Free Cash Flow plus changes in working capital plus other changes in cash.

SCHEDULE 4

MDC PARTNERS INC.

CONSOLIDATED BALANCE SHEETS

(US$ in 000s)

	March 31,			December 31,
	2011			2010
Assets
Current Assets:
Cash and cash equivalents	$	6,962		$	10,949
Accounts receivable, net		203,882			195,306
Expenditures billable to clients		50,014			30,414
Other current assets		15,333			13,455
Total Current Assets	$	276,191		$	250,124
Fixed assets, net		42,541			41,053
Investment in affiliates		128			-
Goodwill		545,902			514,488
Other intangible assets, net		65,473			67,133
Deferred tax assets		21,680			21,603
Other assets		22,822			19,947
Total Assets	$	974,737		$	914,348
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable	$	105,830		$	131,074
Accrued and other liabilities		73,318			64,050
Advance billings		133,635			124,993
Current portion of long term debt		1,584			1,667
Current portion of deferred acquisition consideration		32,649			30,887
Total Current Liabilities		347,016			352,671
Revolving credit facility		59,741			-
Long-term debt		284,857			284,549
Long-term portion of deferred acquisition consideration		70,759			77,104
Other liabilities		12,235			10,956
Deferred tax liabilities		19,558			19,642
Total Liabilities		794,166			744,922
Redeemable Noncontrolling Interests		89,848			77,560
Shareholders' Equity:
Common shares		227,618			226,753
Additional paid in capital		-			-
Charges in excess of capital		(11,076	)		(16,809	)
Accumulated deficit		(155,285	)		(146,600	)
Stock subscription receivable		(135	)		(135	)
Accumulated other comprehensive loss		(3,206	)		(4,148	)
MDC Partners Inc. Shareholders' Equity		57,916			59,061
Noncontrolling Interests		32,807			32,805
Total Equity		90,723			91,866
Total Liabilities, Redeemable Noncontrolling
Interests and Equity	$	974,737		$	914,348

SCHEDULE 5

MDC PARTNERS INC.

SUMMARY CASH FLOW DATA

(US$ in 000s)

	Three Months Ended March 31,
	2011			2010
Cash flows used in continuing operating activities	$	(37,066	)	$	(8,464	)
Discontinued operations		-			(475	)
Net cash used in operating activities		(37,066	)		(8,939	)
Net cash used in continuing investing activities		(22,165	)		(25,704	)
Discontinued operations		-			(439	)
Net cash used in investing activities		(22,165	)		(26,143	)
Net cash provided by continuing financing activities		55,198			4,509
Effect of exchange rate changes on cash and cash equivalents		46			(106	)
Net decrease in cash and cash equivalents	$	(3,987	)	$	(30,679	)

EX-99.2

Exhibit 99.2

EX-99.3

Exhibit 99.3

PRESS RELEASE

FOR:	MDC Partners Inc.	CONTACT:	David Doft
	950 Third Avenue, 5th Floor		Chief Financial Officer
	New York, NY 10022		1-646-429-1818
			ddoft@mdc-partners.com

MDC PARTNERS ANNOUNCES $0.14 PER SHARE CASH DIVIDEND

NEW YORK, NEW YORK (April 28, 2011) – MDC Partners Inc. (“MDC Partners” or the “Company”) today announced that its Board of Directors has declared a cash dividend of $0.14 per share on all of its outstanding Class A shares and Class B shares. The dividend will be payable on or about May 31, 2011 to shareholders of record at the close of business on May 16, 2011.

About MDC Partners Inc.

MDC is a Business Transformation Organization that utilizes technology, marketing communications, data analytics and insights and strategic consulting solutions to drive meaningful returns on Marketing and Communications Investments for multinational clients in the United States, Canada, Europe, and the Caribbean.

MDC’s durable competitive advantage is to Empower the Most Talented Entrepreneurial Thought Leaders to Drive Business Success to new levels of Achievement, for both our Clients and our Shareholders, reinforcing MDC's reputation as "The Place Where Great Talent Lives."

MDC Partners' Class A shares are publicly traded on NASDAQ under the symbol "MDCA" and on the Toronto Stock Exchange under the symbol "MDZ.A".

This press release contains forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These forward-looking statements involve risks and uncertainties which may cause the actual results or objectives to be materially different from those expressed or implied by such forward-looking statements.  Such risk factors include, among other things, the Company’s financial performance; risks associated with the effects of economic downturns; ability to attract and retain key clients; ongoing compliance with debt agreements and the Company’s ability to satisfy contingent payment obligations when due; and other risk factors set forth in the Company’s Form 10-K for its fiscal year ended December 31, 2010 and subsequent SEC filings.