#USA #New York #Exchange Offers #Omnicom Group #Interpublic Group

Omnicom and Interpublic Announce Exchange Offers and Consent Solicitations

On August 11, 2025, Omnicom Group Inc. (NYSE: OMC) and The Interpublic Group of Companies, Inc. (NYSE: IPG) disclosed the initiation of exchange offers and consent solicitations in connection with Omnicom's anticipated acquisition of IPG. This significant transaction is framed within a merger agreement that dates back to December 8, 2024.

The exchange offers, which are directed at eligible holders, invite them to exchange existing IPG notes for new senior notes issued by Omnicom, along with a cash component. Specifically, Omnicom aims to exchange up to $2,950,000,000 in principal amount of new senior notes, alongside cash, for the existing IPG notes maturing in years ranging from 2028 to 2048. The existing notes include several securities such as the 4.650% notes due 2028 and the 5.400% notes due 2048, among others, amounting to various principal amounts.

Accompanying these exchange offers are consent solicitations wherein Omnicom seeks consent from the eligible holders to modify certain provisions in the existing indentures that govern the current IPG notes. The proposed amendments would aim to eliminate some covenants and restrictive covenants from these indentures. For these amendments to take effect, it is necessary to secure the approval of a majority of the holders from each series of existing IPG notes, a requirement designed to ensure that the interests of the bondholders are adequately represented.

Both the exchange offers and the consent solicitations are contingent upon the successful completion of the merger between Omnicom and IPG, highlighting the interlinked nature of these financial maneuvers. The details regarding the consent payments, exchange considerations, and early tender payments are explicated in the offering memorandum dated August 11, 2025.

The exchange consideration for each existing IPG note equates to $970, with additional financial incentives available for bondholders who tender their notes early. Eligible holders who meet the requirements can avail themselves of significant benefits, including the Total Exchange Consideration that comes with the consent payments and additional incentives for early participation.

By offering new notes with identical maturity dates and interest rates to the existing notes, Omnicom aims to facilitate a smooth transition for bondholders. Importantly, the new notes will rank equally with Omnicom's other unsecured senior debt. Consequently, bondholders are encouraged to review the specific terms to fully understand the implications of the offers on their investments.

Notably, this development must be carefully tracked by existing bondholders, as the exchange offers and consent solicitations could affect not just their current investment structure but also the overall liquidity and value of the remaining existing IPG notes post-exchange. The risks associated with these offers, including potential reductions in liquidity and the impacts of the proposed amendments, are addressed in the offering statement.

As regulatory approvals continue to play a pivotal role in the merger process, Omnicom and IPG remain steadfast in their commitment to completing this strategic alignment. The collaboration aims to enhance value creation and drive synergies between the two marketing powerhouses. For those looking to participate, the exchange offers and corresponding documents are accessible through D.F. King & Co., Inc., serving as the Exchange and Information Agent for these transactions.

In conclusion, the announcement lays the groundwork for a critical transition for bondholders amid a transformative merger landscape, with significant financial implications to consider. Both companies encourage eligible bondholders to stay informed and assess their options carefully during this pivotal reshaping of the marketing services industry.