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) — July 24, 2014 (July 24, 2014)

MDC PARTNERS INC.

(Exact name of registrant as specified in its charter)

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

745 Fifth Avenue, 19^th Floor, New York, NY 10151
(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:

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

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

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

¨ 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 July 24, 2014, MDC Partners Inc. (the “Company”) issued an earnings release reporting its financial results for the three and six months ended June 30, 2014. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, the Company hosted an earnings call in which its financial results for the three and six months ended June 30, 2014 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

The Company has 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.

The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02 - Results of Operations and Financial Condition.”  Except as set forth in the following sentence, 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 following information included in the earnings release attached as Exhibit 99.1 is being filed for purposes of incorporation into the Company’s effective registration statements:     (i) the first, third and fourth sentences of the fourth paragraph of the release discussing results for the second quarter of 2014; (ii) the first, third and fourth sentences of the fifth paragraph of the release discussing results for the six months ended June 30, 2014; (iii) the information in the release under the subheading “MDC Partners Announces $0.19 per Share Quarterly Cash Dividend”; and (iv) the information in Schedules 1, 7 and 8 of the release.

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 7.01 Regulation FD Disclosure.

On July 24, 2014, the Company issued a press release announcing that its Board of Directors has declared a cash dividend of $0.19 per share on all of its outstanding Class A shares and Class B shares. The quarterly dividend will be payable on or about August 19, 2014, to shareholders of record at the close of business on August 5, 2014.

The foregoing information (including the exhibit hereto) is being furnished under “Item 7.01 - Regulation FD Disclosure.” Such information (including the exhibit 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 exhibit 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.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated July 24, 2014, relating to the Company’s earnings for the three and six months ended June 30, 2014.

99.2 Slideshow presentation dated July 24, 2014.

99.3 Press release dated July 24, 2014, relating to the announcement of the Company’s dividend.

3

Signatures

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

Date: July 24, 2014	MDC Partners Inc.
	By:	/s/ Mitchell Gendel
		Mitchell Gendel General Counsel & Corporate Secretary

4

EX-99.1

PRESS RELEASE FOR IMMEDIATE ISSUE

FOR:	MDC Partners Inc.	CONTACT:	Matt Chesler, CFA
	745 Fifth Avenue, 19th Floor		VP, Investor Relations
	New York, NY 10151		646-412-6877
			mchesler@mdc-partners.com

MDC PARTNERS INC. REPORTS STRONG RESULTS FOR THE
THREE AND SIX MONTHS ENDED JUNE 30, 2014

INCREASED 2014 GUIDANCE FOR ADJUSTED EBITDA OF $184 TO $188 MILLION IMPLIES YEAR-OVER-YEAR GROWTH OF +15.4% TO +17.9% AND MARGIN IMPROVEMENT OF 90 BASIS POINTS

INCREASED 2014 GUIDANCE FOR ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES OF $108 TO $112 MILLION IMPLIES YEAR-OVER-YEAR GROWTH OF +18.0% TO +22.3%

QUARTERLY DIVIDEND INCREASED 5.6% TO $0.19

SECOND QUARTER HIGHLIGHTS:

· Revenue increased to $317.7 million from $287.5 million, an increase of 10.5%

· Organic revenue increased 7.0%

· Net Income attributable to MDC Partners increased to $16.5 million from $9.8 million, an increase of 67.8%

· Adjusted EBITDA increased to $48.8 million from $44.6 million, an increase of 9.5% (see Schedules 2 and 3)

· Adjusted EBITDA margin of 15.4% versus 15.5%

· Adjusted EBITDA Available for General Capital Purposes increased to $31.0 million from $27.1 million, an increase of 14.6% (see Schedule 6)

· Net New Business wins totaled a record $53.7 million

YEAR-TO-DATE HIGHLIGHTS:

· Revenue increased to $610.3 million from $553.1 million, an increase of 10.3%

· Organic revenue increased 7.3%

· Net Income attributable to MDC Partners increased $41.0 million to $7.6 million from a loss of $33.3 million

· Adjusted EBITDA increased to $85.3 million from $75.4 million, an increase of 13.0% (see Schedules 4 and 5)

· Adjusted EBITDA margin increased 40 basis points to 14.0% from 13.6%

· Adjusted EBITDA Available for General Capital Purposes increased to $51.7 million from $42.5 million, an increase of 21.6% (see Schedule 6)

· Net New Business wins totaled $78.3 million

NEW YORK, NY (July 24, 2014) – MDC Partners Inc. (NASDAQ: MDCA; TSX: MDZ.A) today announced financial results for the three and six months ended June 30, 2014.

Miles S. Nadal, Chairman and Chief Executive Officer of MDC Partners, said, “We delivered very strong results in the second quarter. It’s clear that our business model is unique and increasing the return on marketing investment for clients, and increasing the sustainable profitable growth rate of our business. Organic revenue grew 7.0% and Adjusted EBITDA increased 9.5%, representing a 15.4% margin. Adjusted EBITDA Available for General Capital Purposes increased 14.6% to $31.0 million and net new business wins were $53.7 million during the quarter. The business pipeline is full of increasingly large and global opportunities as our agencies scale their capabilities. Our partner agencies are performing ahead of our expectations and we are executing well against a number of our growth initiatives. Our prospects for 2014 are even more encouraging than what we detailed in the first quarter and as a result, we are once again raising our 2014 guidance for Adjusted EBITDA and Adjusted EBITDA Available for General Capital Purposes.”

Guidance for 2014 is revised as follows:

		2014	2014	2014	Implied
	2013	Initial Guidance	Revised Guidance 1Q	Revised Guidance 2Q	Year over Year
	Actuals	February 20, 2014	April 24, 2014	July 24, 2014	Change
Revenue	$1.15 billion	$1.230 - $1.255 billion	$1.245 - $1.270 billion	$1.245 - $1.270 billion	+8.4% to +10.5%
Adjusted EBITDA	$159.4 million	$177 - $181 million	$181 - $185 million	$184 - $188 million	+15.4% to +17.9%
Adjusted EBITDA Margin	13.9%	14.4%	14.5% to 14.6%	14.8%	+90 basis points
Adjusted EBITDA Available for General Capital Purposes	$91.6 million	$104 - $108 million	$106 - $110 million	$108 - $112 million	+18.0% to +22.3%

Consolidated revenue for the second quarter of 2014 was $317.7 million, an increase of 10.5% compared to $287.5 million in the second quarter of 2013. Adjusted EBITDA for the second quarter of 2014 was $48.8 million, an increase of 9.5% compared to $44.6 million in the second quarter of 2013. Net income attributable to MDC Partners in the second quarter was $16.5 million compared to $9.8 million in the second quarter of 2013. Diluted income per share from continuing operations attributable to MDC Partners common shareholders for the second quarter of 2014 was $0.33 compared to $0.22 per share in the same period of 2013. Adjusted EBITDA Available for General Capital Purposes was $31.0 million in the second quarter of 2014, an increase of 14.6% compared to $27.1 million in the second quarter of 2013.

For the six month period ended June 30, 2014, consolidated revenue was $610.3 million, an increase of 10.3% compared to $553.1 million in the six months ended June 30, 2013. Adjusted EBITDA for the six months ended June 30, 2014 increased 13.0% to $85.3 million compared to $75.4 million in the same period of 2013. Net income attributable to MDC Partners in the six months ended June 30, 2014 was $7.6 million compared to a loss of $33.3 million in 2013. Diluted income per share from continuing operations attributable to MDC Partners common shareholders for the six months ended June 30, 2014 was $0.16 compared to a loss of ($0.64) per share in the same period of 2013. Adjusted EBITDA Available for General Capital Purposes was $51.7 million in the six months ended June 30, 2014, an increase of 21.6% compared to $42.5 million in the same period of 2013.

David Doft, CFO of MDC Partners, said, “Given the superior performance we delivered in the first half of the year, and our growing expectations for the third and fourth quarters, we believe that it is prudent to provide updated financial targets for the year. While our revenue guidance is maintained at $1.245 to $1.270 billion, implying 8.4% to 10.5% year over year growth, we are increasing our Adjusted EBITDA guidance for the year to $184 million to $188 million, or year over year growth of 15.4% to 17.9% and Adjusted EBITDA margins of 14.8%, up 90 basis points year over year. We are also increasing guidance for Adjusted EBITDA Available for General Capital Purposes to $108 to $112 million, representing an increase of 18.0% to 22.3%, despite the incremental interest expense from our debt financings. Our increased margin forecast indicates that we are on pace to achieving our long-term target margins of 15% to 17% well ahead of schedule.”

MDC Partners Announces $0.19 per Share Quarterly Cash Dividend

MDC Partners today also announced that its Board of Directors has declared a cash dividend of $0.19 per share on all of its outstanding Class A shares and Class B shares. The quarterly dividend represents an increase of 5.6% from our prior quarterly dividend of $0.18, and will be payable on or about August 19, 2014, to shareholders of record at the close of business on August 5, 2014.

Conference Call

Management will host a conference call on Thursday, July 24, 2014 at 4:30 p.m. (ET) to discuss results. The conference call will be accessible by dialing 1-412-317-0790 or toll free 1-877-870-4263. An investor presentation has been posted on our website www.mdc-partners.com and may be referred to during the conference call.

A recording of the conference call will be available one hour after the call until 9:00 a.m. (ET) August 8, 2014, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10049255) or by visiting our website at www.mdc-partners.com.

About MDC Partners Inc.

MDC is one of the world’s largest Business Transformation Organizations that utilizes technology, marketing communications, data analytics, insights and strategic consulting solutions to drive meaningful returns on Marketing and Communications Investments for multinational clients in the United States, Canada, and worldwide.

MDC Partners’ 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".

Please visit us: www.mdc-partners.com

Follow us on Twitter: http://www.twitter.com/mdcpartners

Join us on LinkedIn: http://www.linkedin.com/company/mdc-partners

Find us on Instagram: http://www.instagram.com/mdcpartners

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 Adjusted EBITDA and EBITDA margin (as defined) for the three and six months ended June 30, 2014, and 2013; and (2) presenting Adjusted EBITDA Available for General Capital Purposes for the three and six months ended June 30, 2014, and 2013. 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, earnings guidance, 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 international, national and regional economic downturn;

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

· the spending patterns and 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.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenue	$	317,719		$	287,499		$	610,288		$	553,135
Operating Expenses:
Cost of services sold		200,182			189,677			391,875			367,535
Office and general expenses		78,558			60,845			156,732			128,205
Depreciation and amortization		10,730			9,488			22,025			18,967
		289,470			260,010			570,632			514,707
Operating profit		28,249			27,489			39,656			38,428
Other Income (Expenses):
Other, net		7,302			(2,880	)		765			(191	)
Interest expense and finance charges		(13,882	)		(10,375	)		(26,636	)		(22,803	)
Loss on Redemption of Notes		-			-			-			(55,588	)
Interest income		1			62			110			165
Income (Loss) from continuing operations before income taxes and equity in non-consolidated affiliates		21,670			14,296			13,895			(39,989	)
Income tax expense (benefit)		3,378			1,727			3,044			(12,523	)
Income (Loss) from continuing operations before equity in non-consolidated affiliates		18,292			12,569			10,851			(27,466	)
Equity in earnings of non-consolidated affiliates		79			82			142			123
Income (Loss) from continuing operations		18,371			12,651			10,993			(27,343	)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes		(152	)		(1,321	)		(258	)		(3,503	)
Net Income (loss)		18,219			11,330			10,735			(30,846	)
Net income attributable to the noncontrolling interests		(1,749	)		(1,514	)		(3,111	)		(2,496	)
Net income (loss) attributable to MDC Partners Inc.	$	16,470		$	9,816		$	7,624		$	(33,342	)
Income (Loss) Per Common Share:
Basic
Income (Loss) from continuing operations attributable to MDC Partners Inc. common shareholders	$	0.34		$	0.24		$	0.16		$	(0.64	)
Discontinued operations attributable to MDC Partners Inc. common shareholders	$	(0.00	)	$	(0.03	)	$	(0.01	)	$	(0.07	)
Net Income (Loss) attributable to MDC Partners Inc. common shareholders	$	0.34		$	0.21		$	0.15		$	(0.71	)
Income (loss) Per Common Share:
Diluted:
Income (loss) from continuing operations attributable to MDC Partners Inc. common shareholders	$	0.33		$	0.22		$	0.16		$	(0.64	)
Discontinued operations attributable to MDC Partners Inc. common shareholders	$	(0.00	)	$	(0.03	)	$	(0.01	)	$	(0.07	)
Net Income (loss) attributable to MDC Partners Inc. common shareholders	$	0.33		$	0.19		$	0.15		$	(0.71	)
Weighted Average Number of Common Shares:
Basic		49,546,062			47,098,392			49,442,770			46,975,299
Diluted		50,195,321			51,174,437			50,106,545			46,975,299

SCHEDULE 2

MDC PARTNERS INC.

RECONCILIATION OF OPERATING PROFIT (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended June 30, 2014

	Strategic			Performance
	Marketing			Marketing
	Services			Services			Corporate			Total
Revenue	$	221,017		$	96,702			-		$	317,719
Net income attributable to MDC Partners Inc.										$	16,470
Adjustments to reconcile to Operating Profit:
Net income attributable to the noncontrolling interests											1,749
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes											152
Equity in earnings of non-consolidated affiliates											(79	)
Income tax Expense											3,378
Interest expense and finance charges, net											13,881
Other, net											(7,302	)
Operating profit (loss)	$	35,497		$	5,298		$	(12,546	)	$	28,249
margin		16.1	%		5.5	%					8.9	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization		5,038			5,259			433			10,730
Stock-based compensation		2,112			930			1,386			4,428
Acquisition deal costs		441			202			341			984
Deferred acquisition consideration adjustments to P&L		1,123			2,948			-			4,071
Profit distributions from affiliates		-			45			311			356
Adjusted EBITDA *	$	44,211		$	14,682		$	(10,075	)	$	48,818
margin		20.0	%		15.2	%					15.4	%

* Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (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.

RECONCILIATION OF OPERATING PROFIT (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended June 30, 2013

	Strategic			Performance
	Marketing			Marketing
	Services			Services			Corporate			Total
Revenue	$	200,670		$	86,829			-		$	287,499
Net income attributable to MDC Partners Inc.										$	9,816
Adjustments to reconcile to Operating Profit:
Net income attributable to the noncontrolling interests											1,514
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes											1,321
Equity in earnings of non-consolidated affiliates											(82	)
Income tax Expense											1,727
Interest expense and finance charges, net											10,313
Other, net											2,880
Operating profit (loss)	$	27,771		$	4,742		$	(5,024	)	$	27,489
margin		13.8	%		5.5	%					9.6	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization		5,753			3,408			327			9,488
Stock-based compensation		1,839			1,030			1,885			4,754
Acquisition deal costs		39			99			337			475
Deferred acquisition consideration adjustments to P&L		3,549			(1,162	)		-			2,387
Profit distributions from affiliates		-			-			-			-
Adjusted EBITDA *	$	38,951		$	8,117		$	(2,475	)	$	44,593
margin		19.4	%		9.3	%					15.5	%

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

SCHEDULE 4

MDC PARTNERS INC.

RECONCILIATION OF OPERATING PROFIT (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Six Months Ended June 30, 2014

	Strategic			Performance
	Marketing			Marketing
	Services			Services			Corporate			Total
Revenue	$	426,965		$	183,323			-		$	610,288
Net income attributable to MDC Partners Inc.										$	7,624
Adjustments to reconcile to Operating Profit:
Net income attributable to the noncontrolling interests											3,111
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes											258
Equity in earnings of non-consolidated affiliates											(142	)
Income tax Expense											3,044
Interest expense and finance charges, net											26,526
Other, net											(765	)
Operating profit (loss)	$	59,100		$	3,579		$	(23,023	)		39,656
margin		13.8	%		2.0	%					6.5	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization		10,084			11,006			935			22,025
Stock-based compensation		4,251			2,207			2,338			8,796
Acquisition deal costs		596			786			673			2,055
Deferred acquisition consideration adjustments to P&L		5,554			6,539			-			12,093
Profit distributions from affiliates		-			283			354			637
Adjusted EBITDA *		79,585			24,400			(18,723	)		85,262
margin		18.6	%		13.3	%					14.0	%

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

SCHEDULE 5

MDC PARTNERS INC.

RECONCILIATION OF OPERATING PROFIT (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Six Months Ended June 30, 2013

	Strategic			Performance
	Marketing			Marketing
	Services			Services			Corporate			Total
Revenue	$	384,100		$	169,035			-		$	553,135
Net income attributable to MDC Partners Inc.										$	(33,342	)
Adjustments to reconcile to Operating Profit:
Net income attributable to the noncontrolling interests											2,496
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes											3,503
Equity in earnings of non-consolidated affiliates											(123	)
Income tax Benefit											(12,523	)
Interest expense, finance charges, and loss on redemption of notes, net											78,226
Other, net											191
Operating profit (loss)	$	50,428		$	3,534		$	(15,534	)	$	38,428
margin		13.1	%		2.1	%					6.9	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization		11,527			6,748			692			18,967
Stock-based compensation		2,980			1,859			4,416			9,255
Acquisition deal costs		165			194			652			1,011
Deferred acquisition consideration adjustments to P&L		4,048			635			-			4,683
Profit distributions from affiliates		-			-			3,096			3,096
Adjusted EBITDA *	$	69,148		$	12,970		$	(6,678	)	$	75,440
margin		18.0	%		7.7	%					13.6	%

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

SCHEDULE 6

MDC PARTNERS INC.

ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES

(US$ in 000s)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Adjusted EBITDA (1)	$	48,818		$	44,593		$	85,262		$	75,440
Net Income Attributable to Noncontrolling Interests		(1,749	)		(1,514	)		(3,111	)		(2,496	)
Capital Expenditures, net (2)		(3,229	)		(6,589	)		(6,245	)		(9,237	)
Cash Taxes		(35	)		(132	)		(118	)		(199	)
Cash Interest, net & Other (3)		(12,763	)		(9,262	)		(24,126	)		(21,025	)
Adjusted EBITDA Available for General Capital Purposes (4)	$	31,042		$	27,096		$	51,662		$	42,483

(1) Adjusted EBITDA is a non GAAP measure. See schedules 2 through 5 for a reconciliation of Net Income (loss) to Adjusted EBITDA.

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

(3) Cash Interest, net & Other represents the quarterly accrual of cash interest under our Senior Notes.

(4) Adjusted EBITDA Available for General Capital Purposes is a non-GAAP measure, and represents funds available for repayment of debt, acquisitions, deferred acquisition consideration, dividends, and other general corporate initiatives

SCHEDULE 7

MDC PARTNERS INC.

CONSOLIDATED BALANCE SHEETS

(US$ in 000s)

	June 30,			December 31,
	2014			2013
Assets
Current Assets:
Cash and cash equivalents	$	72,339		$	102,007
Accounts receivable, net		394,342			309,796
Expenditures billable to clients		91,880			63,246
Other current assets		31,733			25,458
Total Current Assets		590,294			500,507
Fixed assets, net		50,709			52,071
Investment in non-consolidated affiliates		412			275
Goodwill		882,667			744,333
Other intangible assets, net		68,817			56,262
Deferred tax assets		21,363			21,131
Other assets		70,756			50,648
Total Assets	$	1,685,018		$	1,425,227
Liabilities, Redeemable Noncontrolling Interests and Shareholders' Deficit
Current Liabilities:
Accounts payable	$	289,505		$	246,694
Accruals and other liabilities		267,048			240,580
Advance billings		192,906			149,540
Current portion of long term debt		617			467
Current portion of deferred acquisition consideration		69,138			53,041
Total Current Liabilities		819,214			690,322
Long-term debt		743,599			664,661
Long-term portion of deferred acquisition consideration		111,668			100,872
Other liabilities		32,635			34,430
Deferred tax liabilities		65,413			63,020
Total Liabilities		1,772,529			1,553,305
Redeemable Noncontrolling Interests		164,508			148,534
Shareholders' Deficit
Common shares		265,615			262,656
Shares to be issued		-			424
Charges in excess of capital		(170,068	)		(126,352	)
Accumulated deficit		(457,952	)		(465,576	)
Stock subscription receivable		(55	)		(55	)
Accumulated other comprehensive loss		(1,143	)		(797	)
MDC Partners Inc. Shareholders' Deficit		(363,603	)		(329,700	)
Noncontrolling Interests		111,584			53,088
Total Shareholders' Deficit		(252,019	)		(276,612	)
Total Liabilities, Redeemable Noncontrolling
Interests and Shareholders' Deficit	$	1,685,018		$	1,425,227

SCHEDULE 8

MDC PARTNERS INC.

SUMMARY CASH FLOW DATA

(US$ in 000s)

	Six Months Ended June 30,
	2014			2013
Cash flows provided by continuing operating activities	$	33,099		$	55,773
Discontinued operations		(258	)		(1,702	)
Net cash provided by operating activities		32,841			54,071
Cash flows used in continuing investing activities		(58,331	)		(9,028	)
Discontinued operations		-			(11	)
Net cash used in investing activities		(58,331	)		(9,039	)
Net cash used in continuing financing activities		(3,848	)		(28,408	)
Effect of exchange rate changes on cash and cash equivalents		(330	)		382
Net increase (decrease) in cash and cash equivalents	$	(29,668	)	$	17,006

EX-99.2

July 24, 2014 Management Presentation Second Quarter & YTD 2014

2 FORWARD LOOKING STATEMENTS & OTHER INFORMATION This presentation, including our “ 2014 Financial Outlook”, contains forward - looking statements . The Company’s representatives may also make forward - looking statements orally from time to time . Statements in this presentation that are not historical facts, including statements about the Company’s beliefs and expectations, earnings guidance, 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 international, national and regional economic downturn ; • the Company’s ability to attract new clients and retain existing clients; • the spending patterns and financial success of the Company’s clients; • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent pa yme nt obligations when due and payable, including but not limited to those relating to “put” option rights and deferred acquisition co nsideration; • the successful completion and integration of acquisitions which compliment and expand the Company’s business capabilities; an d • 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 and through incurrence of bridge or other debt financing, either 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 .

3 • Solid operating performance continued in the second quarter – results ahead of expectations • Sustained industry - leading organic revenue growth from award - winning partner companies • Strong growth of Net Income attributable to MDC Partners, Adjusted EBITDA, and Adjusted EBITDA Available for General Capital Purposes • Excellent new business performance, and a pipeline full of increasingly large and global opportunities • Strong progress on international growth strategy • Increasing fiscal 2014 outlook for Adjusted EBITDA and Adjusted EBITDA Available for General Capital Purposes • Significant cash generation; increasing quarterly dividend SECOND QUARTER 2014 SUMMARY

4 • Industry - leading organic revenue growth of 7.0% • Revenue increased 10.5% to $317.7 million from $287.5 million • Net Income attributable to MDC Partners increased 67.8% to $16.5 million from $9.8 million • Adjusted EBITDA increased 9.5% to $48.8 million from $44.6 million • Adjusted EBITDA margin at 15.4% versus 15.5% a year ago • Net new business wins of $53.7 million • Adjusted EBITDA Available for General Capital Purposes increased 14.6% to $31.0 million from $27.1 million • Raising quarterly dividend by 5.6% to $0.19 SECOND QUARTER 2014 FINANCIAL HIGHLIGHTS

5 • Industry - leading organic revenue growth of 7.3% • Revenue increased 10.3% to $610.3 million from $553.1 million • Net Income attributable to MDC Partners increased $41.0 million to $7.6 million from a loss of $33.3 million • Adjusted EBITDA increased 13.0% to $85.3 million from $75.4 million • Adjusted EBITDA margin increased 40 basis points to 14.0% from 13.6% • Net new business wins of $78.3 million • Adjusted EBITDA Available for General Capital Purposes increased 21.6% to $51.7 million from $42.5 million YEAR - TO - DATE 2014 FINANCIAL HIGHLIGHTS

6 Note: Actuals may not foot due to rounding CONSOLIDATED REVENUE AND EARNINGS (US$ in millions, except percentages) 2014 2013 2014 2013 Revenue 317.7$ 287.5$ 10.5 % 610.3$ 553.1$ 10.3 % Operating Expenses Cost of services sold 200.2 189.7 5.5 % 391.9 367.5 6.6 % Office and general expenses 78.6 60.8 29.1 % 156.7 128.2 22.3 % Depreciation and amortization 10.7 9.5 13.1 % 22.0 19.0 16.1 % Operating Profit 28.2 27.5 39.7 38.4 Other, net 7.3 (2.9) 0.8 (0.2) Interest expense and finance charges (13.9) (10.4) (26.6) (22.8) Loss on redemption of notes 0.0 0.0 0.0 (55.6) Interest income 0.0 0.1 0.1 0.2 Income tax expense (benefit) 3.4 1.7 3.0 (12.5) Equity in earnings of non-consolidated affiliates 0.1 0.1 0.1 0.1 Income (Loss) from Continuing Operations 18.4 12.7 11.0 (27.3) Loss from discontinued operations, net of taxes (0.2) (1.3) (0.3) (3.5) Net Income (Loss) 18.2 11.3 10.7 (30.8) Net income attributable to non- (1.7) (1.5) (3.1) (2.5) controlling interests Net Income (Loss) Attributable to MDC Partners Inc. 16.5$ 9.8$ 7.6$ (33.3)$ % Change Three Months Ended June 30, Six Months Ended June 30, % Change

7 • Q2 2014 revenue of $317.7 million represents 10.5% YoY growth • Strength across disciplines and geographies including Advertising, Media, Insights, Strategic Communications & PR, Design, CRM and International SUMMARY OF SEGMENT RESULTS - REVENUE Note: Actuals may not foot due to rounding (US$ in millions, except percentages) 2014 2013 2014 2013 Revenue Strategic Marketing Services 221.0$ 200.7$ 10.1 % 427.0$ 384.1$ 11.2 % Performance Marketing Services 96.7 86.8 11.4 % 183.3 169.0 8.5 % Total Revenue 317.7$ 287.5$ 10.5 % 610.3$ 553.1$ 10.3 % % Change Three Months Ended June 30, Six Months Ended June 30, % Change

8 ORGANIC REVENUE GROWTH BY SEGMENT Note: Actuals may not foot due to rounding • Strategic Marketing Services continues to deliver exceptional organic growth, increasing 10.4% in the quarter, and +11.5% year - to - date • Modest decline in Performance Marketing Services; good sequential trend Strategic Performance Weighted Strategic Performance Weighted Marketing Marketing Average Marketing Marketing Average Services Services Total Services Services Total Organic Growth 10.4% -0.9% 7.0% 11.5% -2.3% 7.3% Acquisition Growth 0.0% 13.6% 4.1% 0.0% 12.4% 3.8% Foreign Exchange Impact -0.2% -1.3% -0.6% -0.4% -1.6% -0.8% Total 10.1% 11.4% 10.5% 11.2% 8.5% 10.3% Three Months Ended June 30, Six Months Ended June 30,

9 Q2 2014 Mix Year - over - Year Growth by Category • Auto, Healthcare and Financials are our fastest growing sectors • Our top 10 clients declined to 24.7% of revenue in Q2 2014 from 28.6% a year ago, demonstrating the ongoing diversification of the business (largest <4%) SECOND QUARTER REVENUE BY CLIENT INDUSTRY Note: Actuals may not foot due to rounding Q2 2014 YTD 2014 Above 10% Auto, Healthcare, Other Auto, Healthcare, Financials, Other 0% to 10% Consumer Products, Financials Retail, Consumer Products Below 0% Retail, Communications, Technology Technology, Communications

10 ORGANIC GROWTH HIGHLIGHTS SUSTAINED MARKET SHARE GAINS Note: Peers include Omnicom, IPG, WPP, Havas and Publicis . WPP and Havas have not yet reported 2Q 2014 results and therefore are not included in the peer aggregate for the most recent quarter.

11 Note: Actuals may not foot due to rounding • Our efforts to optimize profitability and the strong growth of our highest margin businesses are bringing us increasingly closer to our 15 - 17% margin target SUMMARY OF SEGMENT RESULTS – ADJUSTED EBITDA (US$ in millions, except percentages) 2014 2013 2014 2013 Adjusted EBITDA Strategic Marketing Services 44.2$ 39.0$ 13.5 % 79.6$ 69.1$ 15.1 % margin 20.0% 19.4% 18.6% 18.0% Performance Marketing Services 14.7 8.1 80.9 % 24.4 13.0 88.1 % margin 15.2% 9.3% 13.3% 7.7% Marketing Communications 58.9 47.1 25.1 % 104.0 82.1 26.6 % margin 18.5% 16.4% 17.0% 14.8% Corporate Expenses (10.4) (2.5) 319.6 % (19.1) (9.8) 95.2 % Profit Distributions from Affiliates 0.3 - 0.4 3.1 Total Adjusted EBITDA 48.8$ 44.6$ 9.5 % 85.3$ 75.4$ 13.0 % margin 15.4% 15.5% 14.0% 13.6% % Change Three Months Ended June 30, Six Months Ended June 30, % Change

12 Note: Actuals may not foot due to rounding ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES (1) Capital Expenditures, net represents capital expenditures net of landlord reimbursements . (2) Cash Interest, net & Other represents the quarterly accrual of cash interest under our Senior Notes . (3) Adjusted EBITDA Available for General Capital Purposes is a non - GAAP measure, and represents funds available for repayment of de bt, acquisitions, deferred acquisition consideration, dividends, and other general corporate initiatives. (US$ in millions) 2014 2013 2014 2013 Adjusted EBITDA $48.8 $44.6 $85.3 $75.4 Net Income Attibutable to Noncontrolling Interests (1.7) (1.5) (3.1) (2.5) Capital Expenditures, net (1) (3.2) (6.6) (6.2) (9.2) Cash Taxes (0.0) (0.1) (0.1) (0.2) Cash Interest, net & Other (2) (12.8) (9.3) (24.1) (21.0) Adjusted EBITDA Available for General Capital Purposes (3) $31.0 $27.1 $51.7 $42.5 Three Months Ended June 30, Six Months Ended June 30,

13 AVAILABLE LIQUIDITY (US$ in millions) December 31, 2013 June 30, 2014 Commitment Under Facility $225.0 $225.0 Drawn - - Undrawn Letters of Credit 4.9 5.0 Funds Available Under Facility $220.1 $220.0 Total Cash & Cash Equivalents 102.0 72.3 Liquidity $322.1 $292.3

14 • We are raising our full year outlook given the superior performance in the first half and our expectations for the continued momentum across the portfolio 2014 FINANCIAL OUTLOOK Note: See appendix for definitions of non - GAAP measures 2014 2014 2014 Implied 2013 Initial Guidance Revised Guidance 1Q Revised Guidance 2Q Year over Year Actuals February 20, 2014 April 24, 2014 July 24, 2014 Change Revenue $1.15 billion $1.230 - $1.255 billion $1.245 - $1.270 billion $1.245 - $1.270 billion +8.4% to +10.5% Adjusted EBITDA $159.4 million $177 - $181 million $181 - $185 million $184 - $188 million +15.4% to +17.9% Adjusted EBITDA Margin 13.9% 14.4% 14.5% to 14.6% 14.8% +90 basis points Adjusted EBITDA Available for $91.6 million $104 - $108 million $106 - $110 million $108 - $112 million +18.0% to +22.3% General Capital Purposes

15 APPENDIX

16 TEMPORAL PUT OBLIGATIONS AND IMPACT ON EBITDA Incremental (US$ in millions) Cash Stock Total EBITDA in Period 2014 1.6 0.0 1.6 1.8 2015 3.6 0.0 3.6 1.9 2016 3.5 0.1 3.6 0.1 2017 4.3 0.0 4.3 0.9 Thereafter 3.7 1.5 5.2 0.0 Total $16.7 $1.6 $18.3 $4.7 Effective Multiple 3.9x Estimated Put Impact at June 30, 2014 Payment Consideration

17 Note: Actuals may not foot due to rounding SUMMARY OF CASH FLOW Note: Actuals may not foot due to rounding (US$ in millions) 2014 2013 Cash flows provided by continuing operating activities $33.1 $55.8 Discontinued operations (0.3) (1.7) Net cash provided by operating activities $32.8 $54.1 Cash flows used in continuing investing activities ($58.3) ($9.0) Discontinued operations 0.0 (0.0) Net cash used in investing activities ($58.3) ($9.0) Net cash used in continuing financing activities ($3.8) ($28.4) Effect of exchange rate changes on cash and cash equivalents ($0.3) $0.4 Net increase (decrease) in cash and cash equivalents ($29.7) $17.0 Six Months Ended June 30,

18 Note: Actuals may not foot due to rounding DEFINITION OF NON - GAAP MEASURES Adjusted EBITDA: Adjusted EBITDA is a non - GAAP measure, that represents operating profit plus depreciation and amortization, stock - based compensation, acquisition deal costs, deferred acquisition consideration adjustments, and profit distributions from affiliates. Organic Growth: Organic revenue growth is a non - GAAP measure that refers to growth in revenues from sources other than acquisitions or foreign exchange impacts. Adjusted EBITDA Available for General Capital Purposes: Adjusted EBITDA Available for General Capital Purposes is a non - GAAP measure, and represents funds available for repayment of debt, acquisitions, deferred acquisition consideration, dividends, and other general corporate initiatives . Net Bank Debt or Net Debt: Debt due pertaining to the revolving credit facility plus debt pertaining to the Senior Notes less total cash and cash equivalents. Note: A reconciliation of Non - GAAP to US GAAP reported results has been provided by the Company in the tables included in the earnings release issued on July 24, 2014.

MDC Partners Innovation Centre 745 Fifth Avenue, Floor 19 New York, NY 10151 646 - 429 - 1800 www.mdc - partners.com

EX-99.3

PRESS RELEASE FOR IMMEDIATE ISSUE

FOR:	MDC Partners Inc.	CONTACT:	Matt Chesler, CFA
	745 Fifth Avenue, 19th Floor		VP, Investor Relations
	New York, NY 10151		646-412-6877
			mchesler@mdc-partners.com

MDC Partners Raises Quarterly Dividend 5.6% to $0.19 from $0.18 Per Share

New York, NY, July 24, 2014 (NASDAQ: MDCA; TSX: MDZ.A) – MDC Partners Inc. (“MDC Partners” or the “Company”) today announced that its Board of Directors has declared a cash dividend of $0.19 per share on all of its outstanding Class A shares and Class B shares. The quarterly dividend represents an increase of 5.6% and will be payable on or about August 19, 2014, to shareholders of record at the close of business on August 5, 2014.

About MDC Partners Inc.

MDC Partners is one of the world’s largest Business Transformation Organizations that utilizes technology, marketing communications, data analytics, insights and strategic consulting solutions to drive meaningful returns on Marketing and Communications Investments for multinational clients in the United States, Canada, and worldwide.

MDC Partners’ 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 Partners’ 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”.

Please visit us: www.mdc-partners.com

Follow us on Twitter: http://www.twitter.com/mdcpartners

Join us on LinkedIn: http://www.linkedin.com/company/mdc-partners

Find us on Instagram: http://www.instagram.com/mdcpartners

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, 2013 and subsequent SEC filings.

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