Omnicom Announces Expiration and Final Results of Exchange Offers

Rhea-AI Summary

Omnicom (NYSE: OMC) announced final results of its exchange offers and consent solicitations tied to the recently closed merger with The Interpublic Group (IPG).

Omnicom or its subsidiaries assumed $2.95 billion of IPG senior notes at closing on November 26, 2025. As of the November 29, 2025 expiration, approximately $2.76 billion (93.7%) of IPG's $2.95 billion aggregate principal amount has been tendered and will be exchanged for new Omnicom senior notes. About $185.0 million (6.3%) of IPG senior notes remain outstanding per Appendix A. Omnicom expects settlement and issuance of new notes, and the operative effect of the approved indenture amendments, on December 2, 2025.

Positive

• $2.76B of IPG notes exchanged (93.7% participation)
• Exchange reduces legacy IPG noteholders and consolidates debt under Omnicom
• Planned settlement on Dec 2, 2025 provides a near-term capital-structure close

Negative

• $185.0M of IPG senior notes remain outstanding (6.3%)
• Omnicom assumed $2.95B of IPG senior notes, increasing consolidated liabilities

News Market Reaction

+0.54%

1 alert

+0.54% News Effect

On the day this news was published, OMC gained 0.54%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Assumed IPG senior notes: $2.95 billion Notes exchanged: $2.76 billion Notes remaining: $185.0 million +5 more

8 metrics

Assumed IPG senior notes $2.95 billion Outstanding IPG senior notes assumed at merger closing

Notes exchanged $2.76 billion Principal amount of IPG notes tendered (93.7%) in exchange offer

Notes remaining $185.0 million Principal amount (6.3%) of IPG senior notes remaining outstanding

New notes registered $2,764,972,000 Senior notes registered on Form S-4 for IPG noteholders

Coupon range 2.400%–5.400% Fixed interest rates on Omnicom senior notes

Note maturities 2028–2048 Maturity range for Omnicom senior notes issued in exchange

Price change 5.71% OMC one-day move before/with exchange-offer results

52-week range $68.37–$99.90 OMC 52-week low and high ahead of this news

Market Reality Check

Price: $77.04 Vol: Volume 9,306,073 is 1.67x...

high vol

$77.04 Last Close

Volume Volume 9,306,073 is 1.67x the 20-day average of 5,583,163, indicating heightened trading interest ahead of the exchange settlement. high

Technical Price at 80.07 is trading above the 200-day MA of 75.67, suggesting the stock was in an established uptrend before this exchange-offer update.

Peers on Argus

OMC gained 5.71% while peers were mixed: TTD -3.63%, IPG -0.36%, APP +2.87%, WPP...

OMC gained 5.71% while peers were mixed: TTD -3.63%, IPG -0.36%, APP +2.87%, WPP +1.80%, QMMM +19.44%. This pattern points to a stock-specific reaction rather than a uniform sector move.

Historical Context

5 past events · Latest: Dec 01 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 01	Post-acquisition strategy	Positive	+0.5%	Outlined combined strategy, leadership structure, and highlighted dividend increase.
Nov 28	Debt exchange update	Neutral	+0.5%	Reported final results of IPG note exchange and settlement timing.
Nov 26	Dividend increase	Positive	+0.2%	Raised quarterly dividend to $0.80 per share, boosting annual payout.
Nov 26	Acquisition closing	Positive	+0.2%	Completed IPG acquisition and detailed ownership split and revenue scale.
Nov 24	Regulatory clearance	Positive	-0.1%	Received unconditional European Commission approval for the IPG transaction.

Pattern Detected

Recent Omnicom headlines around the IPG acquisition, strategy, and dividend changes have produced relatively modest single-day price reactions, with mostly small positive moves and one slight negative reaction to regulatory clearance news.

Recent Company History

Over the last weeks, Omnicom has progressed from securing European Commission clearance on Nov 24 to completing the IPG acquisition on Nov 26, including setting share exchange terms and outlining a combined revenue base above $25 billion. It then raised its quarterly dividend to $0.80 per share and detailed post-acquisition strategy and leadership on Dec 1. The current exchange-offer results fit into this integration phase, addressing the $2.95 billion of IPG senior notes assumed at closing.

Market Pulse Summary

This announcement detailed the final results of Omnicom’s exchange offers, with about $2.76 billion ...

Analysis

This announcement detailed the final results of Omnicom’s exchange offers, with about $2.76 billion of IPG’s $2.95 billion senior notes tendered and only $185.0 million left outstanding, and settlement expected on December 2, 2025. It fits into the broader IPG acquisition timeline, where Omnicom has already closed the deal, outlined strategy, and adjusted its dividend. Investors may focus on how the new Omnicom notes’ maturities and coupons between 2028 and 2048 shape the company’s long-term capital structure.

Key Terms

senior notes, exchange offer, consent solicitation, aggregate principal amount, +1 more

5 terms

senior notes financial

"Omnicom or its wholly-owned subsidiaries assumed IPG's outstanding $2.95 billion of senior notes."

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

exchange offer financial

"Omnicom launched an exchange offer and consent solicitation in which it offered to exchange new Omnicom senior notes..."

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

consent solicitation financial

"Omnicom launched an exchange offer and consent solicitation in which it offered to exchange new Omnicom senior notes..."

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

aggregate principal amount financial

"IPG's outstanding $2.95 billion aggregate principal amount of senior notes will be exchanged..."

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

indentures financial

"the proposed amendments to IPG's existing indentures approved in the consent solicitations will become operative."

Indentures are the written contracts that set out the terms and protections for a debt issue, such as a bond or note, including payment schedule, interest rate, collateral, and what happens if the borrower misses payments. Think of it like the rulebook and safety features for a loan that both the borrower and lenders agree to; investors use it to assess their rights, recoveries in trouble, and limits on the issuer’s future actions.

AI-generated analysis. Not financial advice.

NEW YORK, Nov. 28, 2025 /PRNewswire/ -- Omnicom Group Inc. ("Omnicom") (NYSE: OMC) previously announced that its merger with The Interpublic Group of Companies, Inc. ("IPG") closed on November 26, 2025. Upon the closing of the merger, Omnicom or its wholly-owned subsidiaries assumed IPG's outstanding $2.95 billion of senior notes.

In connection with the merger, on August 11, 2025, Omnicom launched an exchange offer and consent solicitation in which it offered to exchange new Omnicom senior notes for IPG's outstanding senior notes. Today, Omnicom announced the final results of the exchange offers and consent solicitations, which expired today at 5:00 p.m., New York City time. In the exchange offer, approximately $2.76 billion, or 93.7%, of IPG's outstanding $2.95 billion aggregate principal amount of senior notes will be exchanged for new notes issued by Omnicom. The remaining approximately $185.0 million, or 6.3%, of IPG's senior notes will remain outstanding as set forth in Appendix A.

Omnicom expects the exchange offers and consent solicitations to settle on December 2, 2025, at which time Omnicom will issue new notes in exchange for the tendered IPG notes and the proposed amendments to IPG's existing indentures approved in the consent solicitations will become operative.

About Omnicom

Omnicom (NYSE: OMC) is the world's leading marketing and sales company, built for intelligent growth in the next era. Powered by Omni, Omnicom's Connected Capabilities unite the company's world-class agency brands, exceptional talent and deep domain expertise across media, commerce, precision marketing, advertising, production, health, public relations, branding and experiential to address clients' critical growth priorities and deliver sustainable growth. For more information, visit www.omc.com.  

FORWARD-LOOKING STATEMENTS

Certain statements in this press release contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, Omnicom or its representatives have made, or may make, forward-looking statements, orally or in writing. These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of Omnicom's management as well as assumptions made by, and information currently available to, Omnicom's management. Forward-looking statements may be accompanied by words such as "aim," "anticipate," "believe," "plan," "could," "should," "would," "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "will," "possible," "potential," "predict," "project" or similar words, phrases or expressions. These forward-looking statements are subject to various risks and uncertainties, many of which are outside of Omnicom's control. Therefore, you should not place undue reliance on such statements. Factors that could cause actual results to differ materially from those in the forward-looking statements include:

• risks relating to the merger between Omnicom and IPG, including: uncertainties associated with the merger may cause a loss of both companies' management personnel and other key employees, and cause disruptions to both companies' business relationships and a loss of clients; Omnicom and IPG have incurred and are expected to continue to incur significant costs in connection with the merger and integration; Omnicom may not integrate the business and operations of IPG successfully in the expected time frame; the merger may result in a loss of clients, service providers, vendors, joint venture participants and other business counterparties; and the combined company may fail to realize all or some of the anticipated benefits of the merger or fail to effectively manage its expanded operations;
• adverse economic conditions and disruptions, including geopolitical events, international hostilities, acts of terrorism, public health crises, inflation or stagflation, tariffs and other trade barriers, central bank interest rate policies in countries that comprise Omnicom's major markets, labor and supply chain issues affecting the distribution of Omnicom's clients' products, or a disruption in the credit markets;
• international, national or local economic conditions that could adversely affect Omnicom or its clients;
• losses on media purchases and production costs incurred on behalf of clients;
• reductions in client spending, a slowdown in client payments or a deterioration or disruption in the credit markets;
• the ability to attract new clients and retain existing clients in the manner anticipated;
• changes in client marketing and communications services requirements;
• failure to manage potential conflicts of interest between or among clients;
• unanticipated changes related to competitive factors in the marketing and communications services industries;
• unanticipated changes to, or the ability to hire and retain key personnel;
• currency exchange rate fluctuations;
• reliance on information technology systems and risks related to cybersecurity incidents;
• effective management of the risks, challenges and efficiencies presented by utilizing Artificial Intelligence technologies and related partnerships in Omnicom's business;
• changes in legislation or governmental regulations affecting Omnicom or its clients;
• risks associated with assumptions Omnicom makes in connection with its acquisitions, critical accounting estimates and legal proceedings;
• Omnicom's international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and an evolving regulatory environment in high-growth markets and developing countries;
• risks related to Omnicom's environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of Omnicom's control on such goals and initiatives; and
• other business, financial, operational and legal risks and uncertainties detailed from time to time in Omnicom's Securities and Exchange Commission ("SEC") filings.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect Omnicom's business, including those described in Item 1A, "Risk Factors" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Omnicom's Annual Report on Form 10-K for the year ended December 31, 2024 and in other documents filed from time to time with the SEC. Except as required under applicable law, Omnicom does not assume any obligation to update these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

Appendix A

As of 5:00 p.m., New York City time, on November 28, 2025, the principal amounts of IPG notes set forth in the table below had been validly tendered and not validly withdrawn (and consents thereby validly delivered and not validly revoked).

Title of Series of Existing IPG Notes	CUSIP Number of Existing IPG Notes	Title of Series of New Omnicom Notes	Aggregate Principal Amount Outstanding	Tendered Existing IPG Notes		Not Tendered(1)
				Principal Amount	Percentage	Principal Amount	Percentage
4.650% Notes due 2028	460690BP4	4.650% Senior Notes due 2028	$500,000,000	$451,426,000	90.29 %	$48,574,000	9.71 %
4.750% Notes due 2030	460690BR0	4.750% Senior Notes due 2030	$650,000,000	$591,859,000	91.06 %	$58,141,000	8.94 %
2.400% Notes due 2031	460690BT6	2.400% Senior Notes due 2031	$500,000,000	$457,358,000	91.47 %	$42,642,000	8.53 %
5.375% Notes due 2033	460690BU3	5.375% Senior Notes due 2033	$300,000,000	$278,341,000	92.78 %	$21,659,000	7.22 %
3.375% Notes due 2041	460690BS8	3.375% Senior Notes due 2041	$500,000,000	$494,331,000	98.87 %	$5,669,000	1.13 %
5.400% Notes due 2048	460690BQ2	5.400% Senior Notes due 2048	$500,000,000	$491,657,000	98.33 %	$8,343,000	1.67 %
			$2,950,000,000	$2,764,972,000	93.73 %	$185,028,000	6.27 %

(1) The non-tendered senior notes will remain outstanding obligations of IPG, a wholly-owned subsidiary of Omnicom.

 

View original content:https://www.prnewswire.com/news-releases/omnicom-announces-expiration-and-final-results-of-exchange-offers-302628376.html

SOURCE Omnicom Group Inc.

FAQ

What did Omnicom announce about the exchange offers for IPG senior notes on November 29, 2025?

Omnicom reported final results: approximately $2.76B (93.7%) of IPG's $2.95B senior notes were tendered in the exchange offers that expired November 29, 2025.

When will the exchange offers for IPG notes settle and new Omnicom notes be issued (OMC)?

Omnicom expects the exchange offers to settle and new notes to be issued on December 2, 2025.

How much of IPG's senior notes remain outstanding after the Omnicom exchange offers (OMC)?

About $185.0 million, or 6.3%, of IPG's senior notes remain outstanding as disclosed.

Did Omnicom assume IPG's debt as part of the merger and how much (OMC)?

Yes. Upon closing of the merger on November 26, 2025, Omnicom or its subsidiaries assumed IPG's outstanding $2.95 billion of senior notes.

Will the proposed indenture amendments for IPG notes become effective after the Omnicom exchange (OMC)?

Yes. The proposed amendments approved in the consent solicitations will become operative when the exchange offers settle, expected on December 2, 2025.

What percentage of IPG noteholders participated in Omnicom's exchange offers (OMC)?

Approximately 93.7% of IPG's aggregate principal amount participated in the exchange offers.