Interpublic Group of Companies Inc. filed SEC Form 8-K: Other Events
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 8.01. | Other Events. |
Omnicom Group Inc. (“Omnicom”) previously announced that its merger with The Interpublic Group of Companies, Inc. (“IPG”) closed on November 26, 2025.
On December 2, 2025, Omnicom completed its previously announced (a) offers to exchange (collectively, the “Exchange Offers”) up to $2.95 billion aggregate principal amount of certain outstanding series of notes (the “Existing IPG Notes”) issued by IPG, for (1) new Omnicom notes and (2) cash; and (b) related solicitations of consents (collectively, the “Consent Solicitations”), on behalf of IPG, from eligible holders of the Existing IPG Notes to amend the applicable indenture governing the Existing IPG Notes (collectively, the “Existing IPG Indentures”), to eliminate certain of the covenants, restrictive provisions and events of default (the “Proposed Amendments”).
Upon completion of the Exchange Offers, Omnicom issued approximately $2.76 billion in aggregate principal amount of new Omnicom notes in exchange for Existing IPG Notes that were tendered and subsequently accepted. Such accepted Existing IPG Notes have been retired and cancelled and will not be reissued. Following such cancellation, approximately $185.0 million in aggregate principal amount of the Existing IPG Notes will remain outstanding as obligations of IPG, a wholly-owned subsidiary of Omnicom. The remaining Existing IPG Notes are $48,574,000 in aggregate principal amount of 4.650% Notes due 2028, $58,141,000 in aggregate principal amount of 4.750% Notes due 2030, $42,642,000 in aggregate principal amount of 2.400% Notes due 2031, $21,659,000 in aggregate principal amount of 5.375% Notes due 2033, $5,669,000 in aggregate principal amount of 3.375% Notes due 2041 and $8,343,000 in aggregate principal amount of 5.400% Notes due 2048.
As previously announced, on August 22, 2025, IPG entered into a Thirteenth Supplemental Indenture (the “Thirteenth Supplemental Indenture”) between IPG, as issuer, and U.S. Bank Trust Company, National Association, as trustee (the “IPG Trustee”), to that certain Senior Debt Indenture, dated as of March 2, 2012, between IPG, as issuer, and the IPG Trustee, as trustee, to amend the Existing IPG Indentures in order to effect the Proposed Amendments. The Thirteenth Supplemental Indenture became operative on December 2, 2025, upon the settlement of the Exchange Offers and the Consent Solicitations.
The foregoing description of the Thirteenth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Thirteenth Supplemental Indenture, a copy of which is incorporated by reference as Exhibit 4.1 hereto and is incorporated into this Item 8.01 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE INTERPUBLIC GROUP OF COMPANIES, INC. | ||||||
| Date: December 2, 2025 | By: | /s/ Andrew Bonzani | ||||
| Name: | Andrew Bonzani | |||||
| Title: | Executive Vice President and General Counsel | |||||