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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
OMNICOM GROUP INC.
(Exact
name of registrant as specified in its charter)
| New York |
|
1-10551 |
|
13-1514814 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
280
Park Avenue, New York, NY |
|
10017 |
| (Address of principal
executive office) |
|
(Zip Code) |
(212)
415-3600
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, 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 $0.15 per share |
|
OMC |
|
New
York Stock Exchange |
| 0.800%
Senior Notes due 2027 |
|
OMC/27 |
|
New
York Stock Exchange |
| 1.400%
Senior Notes due 2031 |
|
OMC/31 |
|
New
York Stock Exchange |
| 3.700%
Senior Notes due 2032 |
|
OMC/32 |
|
New
York Stock Exchange |
| 2.250%
Senior Notes due 2033 |
|
OMC/33 |
|
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.
Exchange
Offers and Consent Solicitations
On
August 11, 2025, Omnicom Group Inc. (“Omnicom”) and The Interpublic Group of Companies, Inc. (“IPG”) 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.
Recent
Developments
Omnicom
currently intends to pursue an increase in the availability under its $2.5 billion unsecured multi-currency revolving credit facility,
and expects to retire IPG’s existing $1.5 billion revolving credit facility, effective upon the completion of the Merger.
Pro
Forma Financial Information
Omnicom’s
unaudited pro forma condensed consolidated financial information as at and for the six months ended June 30, 2025, and for the year ended
December 31, 2024, is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Omnicom and IPG, dated August 11, 2025, announcing the Exchange Offers and Consent Solicitations |
| 99.2 |
|
Unaudited pro forma condensed combined financial information as at and for the six months ended June 30, 2025, and for the year ended December 31, 2024 |
| 104 |
|
Cover Page Interactive Data File
(embedded within the Inline XBRL document) |
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; |
| ● | 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. Forward-looking statements
are based on the estimates and opinions of management at the time the statements are made. Except to the extent required by applicable
law, neither Omnicom nor IPG undertakes any obligation to publicly update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. You are cautioned not to place undue reliance on these forward-looking statements that
speak only as of the date hereof.
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.
| |
OMNICOM
GROUP INC. |
| |
|
|
| Date: August 11, 2025 |
By: |
/s/
Louis F. Januzzi |
| |
|
Name: |
Louis F.
Januzzi |
| |
|
Title: |
Senior
Vice President, General Counsel and Secretary |
4
