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Omnicom and Interpublic Update on Exchange Offers and Consent Solicitations

In a recent announcement, Omnicom Group Inc. and The Interpublic Group of Companies, Inc. provided insights regarding their ongoing exchange offers and consent solicitations. This news comes as part of Omnicom's earlier communications regarding its efforts to streamline operations and enhance financial management of its notable associate, IPG.

On August 22, 2025, a key date known as the Early Tender Date, Omnicom confirmed that it had obtained the necessary majority noteholder consents required for each series of existing IPG notes. This success reflects a strong engagement from eligible holders, affirming the positive sentiment surrounding Omnicom's strategic initiatives. The data points from the offerings indicate high levels of participation from bondholders:

• - Existing IPG 2028 Notes: 89.67% tendered
• - Existing IPG 2030 Notes: 90.22% tendered
• - Existing IPG 2031 Notes: 91.37% tendered
• - Existing IPG 2033 Notes: 92.19% tendered
• - Existing IPG 2041 Notes: 98.77% tendered
• - Existing IPG 2048 Notes: 97.57% tendered

The overall response has yielded an impressive total of $2.75 billion in existing notes tendered, against a backdrop of approximately $2.95 billion available for exchange. These figures indicate a robust confidence in the restructuring plans put forth by both companies.

Purpose of the Consents

The purpose of this consent solicitation is twofold:
1. To amend the indentures governing the existing IPG notes, thereby eliminating restrictive covenants and events of default that may hinder financial flexibility.
2. To facilitate a smooth transition into new senior notes offered by Omnicom, which are expected to replace the existing debt instruments.

As part of these initiatives, eligible holders of the existing IPG notes will have the opportunity to exchange those notes for new senior notes along with a cash consent payment. For every $1,000 of existing notes tendered by the Early Tender Date, holders will be eligible for an equivalent value in new Omnicom notes, in addition to a cash amount of $1.00. This incentive aims to encourage swift action from bondholders and foster a cooperative bondholder relationship moving forward.

Timeline and Considerations

The transaction's timeline remains critical, with the settlement expected to occur shortly after the Expiration Date, anticipated to be within two business days thereafter. Should conditions surrounding the pending merger between Omnicom and IPG alter, Omnicom has indicated the willingness to extend the Expiration Date as required.

Eligible holders are reminded that participation is restricted to those classified under certain criteria, specifically those recognized as qualified institutional buyers or non-U.S. qualified offerees. These measures aim to streamline the solicitation process and ensure compliance with regulatory requirements.

As holders contemplate their positions regarding these exchange offers, it is essential to consider the potential implications, including the reduced liquidity that may arise if they choose not to engage in the exchange. The amendments proposed may lessen the protection for remaining holders of existing notes, thereby presenting both opportunities and risks that should be weighed carefully.

Conclusion

Omnicom and IPG’s ongoing efforts encapsulate a broader strategic framework aimed at optimizing financial operations while navigating the complexities of the current market environment. The significant participation of bondholders in the exchange offers underscores investor confidence and highlights the potential for enhanced financial agility as both companies move forward together. For more details on these offerings and to keep updated on any developments, bondholders are encouraged to consult the official statement and other related materials distributed to eligible holders.

This update from Omnicom and IPG not only serves as a pivotal moment in their collaborative journey but also reinforces the importance of transparent communication in financial markets, paving the way for future opportunities and partnerships.