Omnicom Prices €600 Million Senior Notes Offering

Rhea-AI Summary

Omnicom (OMC) and Omnicom Finance Holdings plc announce the pricing of €600 million aggregate principal amount of 3.700% Senior Notes due 2032. The Notes will mature on March 6, 2032, with an interest rate of 3.700 percent per annum. The proceeds will be used for general corporate purposes, including working capital, acquisitions, and debt repayment.

Financial Analyst

The issuance of €600 million in Senior Notes by Omnicom represents a significant capital market activity that could influence the company's financial strategy and debt profile. The 3.700% interest rate on these notes is competitive, reflecting the current economic climate and investor appetite for corporate debt. The decision to guarantee the notes fully by Omnicom underscores the company's commitment to the debt and serves as a reassurance to potential investors regarding the creditworthiness of the offering.

Investors and analysts will be keen to monitor how the proceeds are allocated, particularly regarding potential acquisitions or stock repurchases, as these actions could directly impact Omnicom's growth trajectory and shareholder value. The ability to refinance existing debt could improve financial flexibility and potentially lower interest expenses, contributing to improved net income margins over time.

The listing of the Notes on The New York Stock Exchange, while not obligatory, could enhance liquidity and provide an additional layer of transparency for investors. The involvement of top-tier banks as joint book-running managers could be indicative of strong market interest and confidence in Omnicom's credit story.

Market Research Analyst

Omnicom's public offering of Senior Notes is a strategic move that reflects broader market trends wherein companies capitalize on favorable interest rates to secure long-term funding. By locking in a rate of 3.700% until 2032, Omnicom is hedging against potential interest rate hikes that could arise from inflationary pressures or shifts in monetary policy.

The use of proceeds for general corporate purposes aligns with industry norms, where businesses maintain a balance between immediate operational needs and strategic initiatives such as acquisitions. The ability to respond to market opportunities promptly is crucial in the advertising and marketing sector, where Omnicom operates, given the rapid pace of technological change and competitive dynamics.

Investors may also interpret the offering as a signal of Omnicom's confidence in its future cash flows, as servicing the interest on these notes will require consistent revenue generation. The decision to list the notes and the option to delist at any time provides flexibility, which could be a strategic move to adapt to changing market conditions over the next decade.

Legal Expert

The legal framework surrounding Omnicom's offering, including the full and unconditional guarantee by the parent company, ensures that investors are afforded a degree of protection equivalent to that of the company's other unsecured senior debt. This parity in payment rights is a critical consideration for debt investors assessing the risk profile of the notes.

The distribution of the document only to 'relevant persons' as defined by the Financial Services and Markets Act 2000 and related regulations is a standard compliance practice to ensure that only qualified investors, who are capable of understanding and bearing the risks associated with such investments, are targeted.

The absence of a PRIIPs KID indicates that the offering is not intended for retail investors in the EEA or UK, which is consistent with the nature of Senior Notes typically being more suitable for institutional or professional investors. Compliance with FCA/ICMA stabilization regulations and MiFID II product governance further underscores the regulatory rigor applied to this offering and the importance of maintaining market integrity.

NEW YORK, Feb. 28, 2024 /PRNewswire/ -- Omnicom (NYSE: OMC) and Omnicom Finance Holdings plc (the "Issuer"), a wholly owned indirect subsidiary of Omnicom, today announced the pricing of the Issuer's public offering of €600 million aggregate principal amount of 3.700% Senior Notes due 2032 (the "Notes"). The Notes will mature on March 6, 2032. The transaction is expected to close on March 6, 2024, subject to customary closing conditions.

The Notes will bear interest at a rate of 3.700 percent per annum. The Notes will be fully and unconditionally guaranteed by Omnicom. The Notes and the related guarantee will be the unsecured and unsubordinated obligations of the Issuer and Omnicom, respectively, and will rank equal in right of payment to all of their respective existing and future unsecured senior indebtedness.

The Issuer intends to use the net proceeds from the offering for general corporate purposes, which could include working capital expenditures, fixed asset expenditures, acquisitions, repayment of commercial paper and short-term debt, refinancing of other debt, repurchases of Omnicom's common stock or other capital transactions.

Application will be made to have the Notes listed on The New York Stock Exchange. The listing application will be subject to approval by The New York Stock Exchange. If such a listing is obtained, the Issuer will have no obligation to maintain such listing, and the Issuer may delist the Notes at any time.

Barclays Bank PLC, BNP Paribas, HSBC Bank plc, and J.P. Morgan Securities plc are acting as joint book-running managers for the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission ("SEC"). A final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. In addition, copies of the prospectus and prospectus supplement relating to the Notes offered in the offering may be obtained by contacting any of the following underwriters: Barclays Bank PLC toll-free at 1-888-603-5847, BNP Paribas toll-free at 1-800-854-5674, HSBC Bank plc at +44-207-991-8888, or J.P. Morgan Securities plc (for non-U.S. investors) collect at +44-207-134-2468 or J.P. Morgan Securities LLC (for U.S investors) collect at 1-212-834-4533.

This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").  This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

Relevant stabilization regulations including FCA/ICMA will apply. UK MiFIR and MiFID II professionals / ECPs-only / No UK or EEA PRIIPs KID – Manufacturer target market (MIFID II and UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). No EEA or UK PRIIPs key information document (KID) has been prepared as the Notes are not available to retail in EEA or UK.

About Omnicom
Omnicom (www.omnicomgroup.com) is a leading global marketing and corporate communications company. Omnicom's branded networks and numerous specialty firms offer services in advertising, strategic media planning and buying, precision marketing, commerce and branding, experiential, customer relationship marketing (CRM), public relations, healthcare marketing and other specialty communications services to over 5,000 clients in more than 70 countries.

Forward-Looking Statements
Certain statements in this document contain forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, the Company 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 position, or otherwise, based on current beliefs of the Company's management as well as assumptions made by, and information currently available to, the Company'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 the Company'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: adverse economic conditions, including those caused by geopolitical events, international hostilities, acts of terrorism, public health crises, high and sustained inflation in countries that comprise our major markets, high interest rates, and labor and supply chain issues affecting the distribution of our clients' products; international, national, or local economic conditions that could adversely affect the Company or its clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments, and 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 advertising, marketing, and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes related to competitive factors in the advertising, marketing, and corporate communications 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 (AI) technologies and related partnerships in our business; changes in legislation or governmental regulations affecting the Company or its clients; risks associated with assumptions the Company makes in connection with acquisitions, its critical accounting estimates and legal proceedings; the Company'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; and risks related to our environmental, social, and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of our control on such goals and initiatives. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties that may affect the Company'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 our Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, the Company does not assume any obligation to update these forward-looking statements.

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SOURCE Omnicom Group Inc.

What is the purpose of the public offering announced by Omnicom (OMC)?

The purpose is for general corporate purposes, such as working capital expenditures, fixed asset expenditures, acquisitions, repayment of debt, and other capital transactions.

What is the maturity date of the Senior Notes issued by Omnicom Finance Holdings plc?

The Senior Notes will mature on March 6, 2032.

Which entities are guaranteeing the Senior Notes issued by the Issuer?

The Notes will be fully guaranteed by Omnicom.

Who are the joint book-running managers for the offering of the Senior Notes?

Barclays Bank PLC, BNP Paribas, HSBC Bank plc, and J.P. Morgan Securities plc are acting as joint book-running managers.

Where can interested parties obtain the prospectus related to the offering of the Senior Notes?

Interested parties can contact the underwriters or access the SEC's website for the prospectus supplement.

What is the interest rate on the Senior Notes issued by Omnicom Finance Holdings plc?

The Notes will bear interest at a rate of 3.700 percent per annum.