Omnicom launches bond exchange offers ahead of IPG merger

Omnicom Group Inc. (NYSE: OMC) announced exchange offers for up to $2.95 billion of Interpublic Group of Companies Inc. (NYSE: IPG) bonds in connection with its pending acquisition of IPG.

The exchange offers target six series of existing IPG notes with maturities ranging from 2028 to 2048. Bondholders can exchange their IPG notes for new Omnicom notes with identical interest rates and maturity dates, plus cash payments.

Eligible holders who tender their bonds by the early deadline of August 22 will receive $1,000 in new Omnicom notes plus $1 in cash for each $1,000 of IPG bonds tendered. Those who tender after the early deadline but before the September 9 expiration date will receive either $970 or $1,000 in new notes, depending on whether sufficient consents are received for proposed amendments to the bond indentures.

The offers are conditional on completion of the merger, which was announced in December 2024 under an agreement dated December 8, 2024. The merger remains subject to regulatory approvals and other customary closing conditions.

Omnicom is also soliciting bondholder consents to eliminate certain covenants and restrictive provisions from the existing IPG bond indentures. The consent solicitations require approval from holders of a majority of each bond series.

The new Omnicom notes will be general unsecured senior obligations ranking equally with Omnicom's other unsecured senior debt. The notes will have different covenant terms compared to the existing IPG bonds.

BofA Securities, J.P. Morgan Securities and Wells Fargo Securities are serving as dealer managers for the exchange offers. D.F. King & Co. is acting as exchange and information agent.

The offers are only available to qualified institutional buyers or non-U.S. persons outside the United States. Settlement is expected within two business days after the expiration date, contingent on merger completion.

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