Omnicom Offers $2.95B in New Notes to Replace IPG Debt Ahead of Merger

Rhea-AI Filing Summary

The Interpublic Group disclosed that Omnicom commenced exchange offers to exchange all outstanding senior notes issued by IPG for up to $2.95 billion aggregate principal amount of new notes to be issued by Omnicom and cash in connection with Omnicom's pending acquisition of IPG under the merger agreement dated December 8, 2024. Concurrently, Omnicom, on behalf of IPG, is soliciting consents to amend the indentures governing the existing IPG notes to eliminate certain covenants, restrictive provisions and events of default and to modify other provisions.

The Exchange Offers and Consent Solicitations are being made pursuant to a confidential offering memorandum and consent solicitation statement and are conditioned on the completion of the Merger; only eligible holders may receive the confidential materials or tender notes. The filing incorporates the related press release as Exhibit 99.1 and includes customary forward-looking statements and a non-exhaustive list of risks, including regulatory approval, integration and client retention risks, transaction costs, litigation, economic and geopolitical disruptions, cybersecurity and AI-related risks, and the ultimate outcome of the Exchange Offers and Consent Solicitations.

Insights

M&A Specialist

TL;DR: Debt exchange and consent solicitations are a routine structural step tied to the merger; closing and holder consent determine effectiveness.

Omnicom's simultaneous Exchange Offers and Consent Solicitations streamline how IPG's legacy debt will be treated if the merger closes. By offering new Omnicom notes (up to $2.95 billion) and seeking to amend indentures, the parties aim to align creditor claims with the combined company's capital structure. The actions are conditioned on the Merger and distributed via a confidential offering memorandum to eligible holders, which preserves flexibility but links success directly to regulatory and closing milestones.

Credit Analyst

TL;DR: Proposed indenture amendments remove protections for noteholders, raising potential credit risk absent mitigating terms or merger benefits.

Soliciting consents to eliminate covenants, restrictive provisions and certain events of default can materially weaken existing noteholder protections. If holders accept the exchange and consents, creditor remedies and covenants that capped issuer actions may be diminished, increasing credit exposure. The offers are conditioned on the Merger, so bondholder outcomes hinge on both merger completion and the final terms of the new Omnicom notes and amended indentures.

INTERPUBLIC GROUP OF COMPANIES, INC. false 0000051644 0000051644 2025-08-11 2025-08-11

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): August 11, 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		The 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

On August 11, 2025, The Interpublic Group of Companies, Inc. (“IPG”) and Omnicom Group Inc. (“Omnicom”) issued a joint press release announcing that, in connection with the pending transaction to acquire IPG contemplated by the Agreement and Plan of Merger, dated as of December 8, 2024 (the “Merger”), Omnicom commenced offers to exchange (collectively, the “Exchange Offers”) all outstanding senior notes (collectively, the “Existing IPG Notes”) issued by IPG for up to (1) $2.95 billion aggregate principal amount of new notes to be issued by Omnicom and (2) cash.

Concurrently with the Exchange Offers, Omnicom is also soliciting consents (collectively, the “Consent Solicitations”), on behalf of IPG, to amend the respective indentures governing the Existing IPG Notes to, among other things, eliminate certain of the covenants, restrictive provisions and events of default and modify or amend certain other provisions.

The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in a confidential offering memorandum and consent solicitation statement, dated August 11, 2025, and are conditioned, among other things, upon the completion of the Merger.

A copy of the press release announcing the Exchange Offers and Consent Solicitations is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.

This Form 8-K is not intended to and does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase, or the solicitation of any vote of approval or the solicitation of tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Only eligible holders of Existing IPG Notes as described in the press release announcing the Exchange Offers and Consent Solicitations will be authorized to receive and review the confidential offering memorandum and consent solicitation statement and only such holders are permitted to tender Existing IPG Notes in the Exchange Offers and deliver consents in the Consent Solicitations.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release of IPG and Omnicom, dated August 11, 2025, announcing the Exchange Offers and Consent Solicitations
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Forward-Looking Statements

Certain statements in this Current Report on Form 8-K (including the exhibits) 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 IPG or their 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 and IPG’s management as well as assumptions made by, and information currently available to, Omnicom’s and IPG’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 Omnicom’s and IPG’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 pending merger between Omnicom and IPG, including: that the merger may not be completed in a timely manner or at all, which could result in the termination of the Exchange Offers and Consent Solicitations; delays, unanticipated costs or restrictions resulting from regulatory review of the merger, including the risk that Omnicom or IPG may be unable to obtain governmental and regulatory approvals required for the merger, or that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the merger; 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; the merger agreement subjects Omnicom and IPG to restrictions on business activities prior to the effective time of the merger; Omnicom and IPG are expected to incur significant costs in connection with the merger and integration; litigation risks relating to the merger; the business and operations of both companies may not be integrated successfully in the expected time frame; the merger may result in a loss of both companies’ 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 and IPG’s major markets, labor and supply chain issues affecting the distribution of clients’ products, or a disruption in the credit markets;

• international, national or local economic conditions that could adversely affect Omnicom, IPG or their respective 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;

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• 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;

• changes in legislation or governmental regulations affecting Omnicom, IPG or their respective clients;

• risks associated with assumptions made in connection with acquisitions, critical accounting estimates and legal proceedings;

• risks related to 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 environmental, social and governance goals and initiatives, including impacts from regulators and other stakeholders, and the impact of factors outside of Omnicom’s and IPG’s respective control on such goals and initiatives;

• the outcome of the Exchange Offers and Consent Solicitations; and

• other business, financial, operational and legal risks and uncertainties detailed from time to time in Omnicom’s and IPG’s 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 and IPG’s businesses, including those described in Omnicom’s and IPG’s respective Annual Reports on Form 10-K and in other documents filed from time to time with the Securities and Exchange Commission. Except as required under applicable law, Omnicom and IPG do not assume any obligation to update these forward-looking statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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: August 11, 2025				By:		/s/ Andrew Bonzani
				Name: Title:		Andrew Bonzani Executive Vice President and General Counsel

FAQ

What did IPG announce in this 8-K (IPG)?

IPG announced that Omnicom commenced Exchange Offers to exchange all outstanding IPG senior notes for up to $2.95 billion of new Omnicom notes and cash, and is soliciting consents to amend the existing indentures.

Are the Exchange Offers and Consent Solicitations conditional?

Yes. The Exchange Offers and Consent Solicitations are made pursuant to a confidential offering memorandum and are conditioned, among other things, on the completion of the Merger.

What changes are being requested to the existing IPG note indentures?

The consent solicitations seek to amend the indentures to eliminate certain covenants, restrictive provisions and events of default and to modify or amend other provisions.

Who can participate in the Exchange Offers and receive the confidential materials?

Only eligible holders of the existing IPG notes, as described in the press release and confidential offering memorandum, are authorized to receive the materials and tender notes.

What principal risks did the filing identify related to the transaction?

The filing lists risks including possible failure to complete the merger, regulatory approval delays, integration and client retention risks, transaction costs, litigation, economic/geopolitical disruptions, cybersecurity and AI-related risks, and the outcome of the Exchange Offers and Consent Solicitations.