Interpublic (NYSE: IPG) outlines Omnicom’s $2.95B IPG notes exchange

Rhea-AI Filing Summary

The Interpublic Group of Companies, Inc. reports that its new parent, Omnicom Group Inc., has completed exchange offers involving up to $2.95 billion of IPG notes. On December 2, 2025, Omnicom exchanged Existing IPG Notes for approximately $2.76 billion of new Omnicom notes plus cash, and the tendered IPG notes were retired and cancelled.

After this transaction, about $185.0 million aggregate principal amount of IPG notes remain outstanding as obligations of IPG, now a wholly owned subsidiary of Omnicom. A previously signed Thirteenth Supplemental Indenture, which removes certain covenants, restrictive provisions and events of default from the old IPG indentures, became operative upon settlement of the exchange offers and related consent solicitations.

Insights

Debt capital markets analyst

Large IPG note exchange moves debt onto Omnicom and loosens covenants.

Omnicom completed exchange offers for up to $2.95 billion of Existing IPG Notes, issuing about $2.76 billion of new Omnicom notes plus cash in return. The accepted IPG notes were retired and cancelled, meaning most of this debt is now directly under Omnicom rather than Interpublic as a standalone issuer.

Roughly $185.0 million of IPG notes remain outstanding, spread across maturities from 2028 to 2048. At the same time, the Thirteenth Supplemental Indenture became operative, amending the existing IPG indentures to remove certain covenants, restrictive provisions and events of default. This combination of note exchange and indenture changes reshapes obligations that were originally tied to IPG into a structure governed by Omnicom’s new notes and more flexible legacy IPG terms.

INTERPUBLIC GROUP OF COMPANIES, INC. false 0000051644 0000051644 2025-12-02 2025-12-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 2, 2025

THE INTERPUBLIC GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		1-6686		13-1024020
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

909 Third Avenue, New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212) 704-1200

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.10 per share		IPG		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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:

Exhibit No.		Description
4.1		Thirteenth Supplemental Indenture, dated August 22, 2025, between IPG and U.S. Bank Trust Company, National Association, related to IPG’s 4.650% Senior Notes due 2028, 4.750% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.375% Senior Notes due 2033, 3.375% Senior Notes due 2041, and 5.400% Senior Notes due 2048 (incorporated by reference to IPG’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 25, 2025).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

FAQ

What transaction involving debt did Interpublic Group (IPG) report?

Interpublic Group reported that Omnicom Group completed exchange offers for up to $2.95 billion aggregate principal amount of certain outstanding IPG notes, swapping them for new Omnicom notes and cash.

How much new Omnicom debt was issued in exchange for IPG notes?

Upon completion of the exchange offers, Omnicom issued approximately $2.76 billion in aggregate principal amount of new Omnicom notes in exchange for tendered Existing IPG Notes.

How many Interpublic (IPG) notes remain outstanding after the exchange?

After the accepted IPG notes were retired and cancelled, about $185.0 million in aggregate principal amount of Existing IPG Notes remain outstanding as obligations of IPG, now a wholly owned subsidiary of Omnicom.

Which specific IPG note series are still outstanding after the Omnicom exchange?

The remaining IPG notes include $48,574,000 of 4.650% Notes due 2028, $58,141,000 of 4.750% Notes due 2030, $42,642,000 of 2.400% Notes due 2031, $21,659,000 of 5.375% Notes due 2033, $5,669,000 of 3.375% Notes due 2041, and $8,343,000 of 5.400% Notes due 2048.

What is the Thirteenth Supplemental Indenture mentioned by Interpublic (IPG)?

The Thirteenth Supplemental Indenture, dated August 22, 2025, amends the existing IPG indentures to eliminate certain covenants, restrictive provisions and events of default. It became operative on December 2, 2025, when the exchange offers and consent solicitations settled.

How is Interpublic (IPG) related to Omnicom after this transaction?

Interpublic Group is described as a wholly owned subsidiary of Omnicom, following the previously announced merger between Omnicom Group Inc. and The Interpublic Group of Companies, Inc. that closed on November 26, 2025.