01—Abstract
Summary
Summary of the 8-K filed January 5, 2024. Cited figures are marked; the original filing is the authoritative source.
Omnicom Group Inc. and its wholly owned subsidiary Omnicom Capital Inc. entered into a Delayed Draw Term Loan Agreement dated January 3, 2024 (the Effective Date) with a group of lenders, with Citibank, N.A. acting as administrative agent.
The facility provides for a delayed-draw term loan in an aggregate principal amount of US$600,000,000a and matures on December 31, 2026. No funds were borrowed on the Effective Date. The Borrower may draw on the facility in up to three draws, each with a minimum of US$5,000,000 and integral multiples of US$1,000,000 in excess thereof, with availability ending on the earliest of the third draw, July 15, 2024, or termination of the commitments.
Borrowings may be used for general corporate purposes, including funding permitted acquisitions, and may be prepaid without premium or penalty, but amounts repaid may not be reborrowed. Lenders receive a ticking fee on unused commitments at a rate between 6.0 and 17.5 basis points per annum, depending on Omnicom Group's long-term debt credit rating.
The agreement contains customary representations, covenants (including certain financial covenants), and events of default, and Omnicom Group guarantees the Borrower's obligations. The filing is a standing financing arrangement; it does not state the intended use of any specific acquisition or any drawdown amounts.
02—Key points
Key Highlights
- Omnicom Group Inc. and Omnicom Capital Inc. entered into a Delayed Draw Term Loan Agreement effective January 3, 2024
- Facility size is US$600,000,000 with a maturity date of December 31, 2026
- No borrowings were made on the Effective Date
- Up to three draws permitted, with availability ending on the earliest of the third draw, July 15, 2024, or commitment termination
- Ticking fee on unused commitments ranges from 6.0 to 17.5 basis points per annum, based on Omnicom Group's long-term debt rating
- Proceeds may be used for general corporate purposes, including acquisitions not prohibited under the agreement
- Omnicom Group guarantees the Borrower's obligations under the Credit Agreement
03—Questions
Frequently Asked Questions
How large is the new credit facility and when does it mature?
The Delayed Draw Term Loan Agreement provides an aggregate principal amount of US$600,000,000 and has a maturity date of December 31, 2026.
Did Omnicom borrow any money under the agreement?
No. The filing states that on the Effective Date, January 3, 2024, the Borrower did not borrow any funds under the Credit Agreement.
How and when can the Borrower draw on the facility?
Subject to customary conditions, the Borrower may make up to three draws, each at least US$5,000,000 and in integral multiples of US$1,000,000 above that amount, on or before the earliest of the third draw, July 15, 2024, or the termination of the commitments.
What are the costs of keeping the facility available?
Lenders receive a ticking fee on their unused commitments from the Effective Date until the Commitment Termination Date, at 6.0 to 17.5 basis points per annum depending on Omnicom Group's long-term debt credit rating, payable quarterly in arrears. Drawn amounts bear interest at a base rate or term rate plus an applicable margin and fees.
Can the loan be repaid early, and can amounts be reborrowed?
Borrowings may be prepaid at the Borrower's option in whole or in part, subject to certain minimum amounts, without premium or penalty. Amounts prepaid or repaid may not be reborrowed.
04—Continue