8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13
of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event reported) — December 4, 2014 (December 4, 2014)

MDC PARTNERS INC.

(Exact name of registrant as specified in its charter)

Canada
(Jurisdiction of Incorporation) 1-13718 (Commission File Number) 98-0364441
(IRS Employer Identification No.)

745 Fifth Avenue, 19th 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 (see General Instruction A.2. below):

¨ 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 7.01. Regulation FD Disclosure.

On December 4, 2014, MDC Partners Inc. (the “Company”) made an investor day presentation in which certain financial results were discussed, including updated guidance for the Company’s expected financial results for the twelve months ending December 31, 2014. The investor day presentation materials are attached as Exhibit 99.1 hereto.

On December 4, 2014, the Company posted the materials attached as Exhibit 99.1 on its web site (www.mdc-partners.com).  In addition, a recording of the investor day presentation was made available live and by replay on the Company’s web site.

As discussed on page 2 of Exhibit 99.1, the investor day presentation contains forward-looking statements within the meaning of the federal securities laws. These statements are 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.

The foregoing information (including the exhibits hereto) is being furnished under “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.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Investor Day Presentation Materials, December 4, 2014.

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.

Date:  December 4, 2014	MDC Partners Inc.
	By:	/s/ Matthew Speiser Matthew Speiser, Assistant General Counsel

EX-99.1

Exhibit 99.1

Financial Outlook

FORWARD LOOKING STATEMENTS & OTHER INFORMATION This presentation, including our “2014 Financial Outlook”, contains forward - looking statements. The Company’s representatives ma y also make forward - looking statements orally from time to time. Statements in this presentation that are not historical facts, including statements about the Compa ny’ s beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, estimates of amounts for deferred acquisition consider ati on and “put” option rights, constitute forward - looking statements. These statements are based on current plans, estimates and projections, and are subject to change b ased 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 t o 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 p aym ent obligations when due and payable, including but not limited to those relating to “put” option rights and deferred acquisition consideration; •the successful completion and integration of acquisitions which compliment and expand the Company’s business capabilities; a nd •foreign currency fluctuations. The Company’s business strategy includes ongoing efforts to engage in material acquisitions of ownership interests in entitie s i n the marketing communications services industry. The Company intends to finance these acquisitions by using available cash from operations and through incurrence of b ridge 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 sharehol der s 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 opportun ities require confidentiality and may involve negotiations that require quick responses by the Company. Although there is uncertainty that any of these discussions w ill result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading pric e o f the Company’s securities. Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Rep ort on Form 10 - K under the caption “Risk Factors” and in the Company’s other SEC filings.

2014 Progress Report – On Track 1. Industry - leading organic revenue growth 2. Strong EBITDA growth and operating leverage 3. Solid cash generation

Robust New Business Trends and Pipeline * Includes wins in the public domain only Recent New Clients* Net New Business Trend Strong TTM net new business of $132 million

Refocusing the MDC Partners Portfolio Pursuing a partner for our customer engagement business, Accent

Re - setting 2014 Financial Guidance Revenue Implied Year over Year Growth Adjusted EBITDA Implied Margin Range Adjusted EBITDA Available for General Capital Purposes Prior Guidance* October 29, 2014 $1.245 - $1.270 billion +8.4% to +10.5% $ 184 - $188 million 14.5% to 15.1% $108 - $112 million Accent Impact ($70 million) ($5 million) ($3 million) Revenue Upside $25 million --- --- Revised Guidance* December 4, 2014 $ 1.205 - $ 1.225 billion +13.4% to +15.3%^ $179 - $ 183 million 14.6% to 15.2% $ 105 - $ 109 million *Prior guidance includes Accent, Revised guidance excludes Accent ^Management’s estimated growth rates

We Grow Faster *peers include WPP, Omnicom, Publicis , Interpublic Group, Havas ^September 2014 year - to - date Organic Growth Average (2007 through 2014 YTD) MDC (as reported) 9.4% MDC (ex Accent) 10.9% Peers* 2.7% MDC Partners vs. Peers* Calendar Year Organic Revenue Growth

Improved Margin Profile - Re - setting the Target Revised 2014 Guidance 14.7 - 15.3% New 3 - 5 Year Target 17 - 19% Old 2016 Target 15 - 17%

Improved Capital Intensity Capex % of Sales (2011 - 13 Average) 3.5% 1.8% Accent Rest of MDC

Key Growth Opportunities 1. Market Share: 2 - 3% in North America = room to run 2. Global: 7% of MDC revs outside of North America versus Peers at 56% (55 - 60% of global ad spend) 3. Media: ~10% of MDC revs versus Peers at 20 - 25%

Acquisition Update Recent Notable Acquisitions M&A Strategy Add 3 - 5% of revenue annually via acquisitions

Lower Cost of Capital = Growth Opportunities Capital Cost - 56% Stock Price +10x *Cost of capital reflects pricing on senior notes offerings ^Stock price as of November 28, 2014

MDC Financial Framework Double - Digit Total Revenue Growth 50 - 100 bps Annual Margin Expansion 25 - 30% Compounded Adjusted EBITDA Available for General Capital Purposes Growth Mid - Teens Adjusted EBITDA Growth 5 - 7% Year - over - Year Organic Revenue Growth 50 - 100 bps Annual Organic Margin Expansion +20% Organic Compounded Adjusted EBITDA Available for General Capital Purposes Growth Double - Digit Compounded Adjusted EBITDA Growth Accretive acquisitions can accelerate value creation Organic With Acquisitions (Add 3 - 5% annually via tuck - in acquisitions)

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 October 29, 2014.