What are holders of IPG notes being offered in the exchange?

For each $1,000 principal amount of tendered IPG notes accepted, holders receive new Omnicom senior notes with identical interest rate, maturity and payment dates. Holders who tender by the Early Tender Date of August 22, 2025 with consents received receive $1,000 of new notes plus a $1.00 cash consent payment; those tendering later receive $970 of new notes plus $30 cash, with the cash consent payment still applying if consents are delivered by the Early Tender Date.

Are the exchange offers dependent on the merger closing?

Yes, the exchange offers and consent solicitations are conditioned upon completion of the merger, and Omnicom may extend the Expiration Date of September 9, 2025 until the merger is consummated. The filing states that completion of the merger is not subject to completion of the exchange offers or consent solicitations.

What does the consent solicitation change for existing IPG noteholders?

The consent solicitations seek to amend the IPG indentures to eliminate certain covenants, restrictive provisions and events of default. The filing states that if adopted, these amendments will reduce protection to holders who do not exchange their notes, and that the exchange is expected to reduce liquidity for untendered notes.

How much consideration will IPG shareholders receive?

Each IPG common share converts into 0.344 shares of Omnicom common stock, plus cash in lieu of fractional shares. The filing estimates total consideration of $9,081.3 million, including $8,947.7 million of equity consideration based on 125,828,934 Omnicom shares at $71.11 per share, and $133.6 million for replacement awards. The filing notes that a 10% change in Omnicom's share price would change consideration by approximately $894.8 million.

What do the pro forma financials show about the combined company?

The unaudited pro forma statements combine Omnicom and IPG as if the merger had occurred on January 1, 2024 for income statement purposes and June 30, 2025 for the balance sheet. Pro forma combined revenue is $26,380.8 million for 2024 and $12,565.4 million for the six months ended June 30, 2025, and pro forma net income attributed to shareholders is $1,812.8 million for 2024 and $518.7 million for the six months ended June 30, 2025. The filing states that the purchase price allocation is preliminary and that final amounts could differ materially.

OMC 8-K SEC Disclosure — Aug 11, 2025

01—Abstract

Summary

Summary of the 8-K filed August 11, 2025. Cited figures are marked; the original filing is the authoritative source.

On August 11, 2025, Omnicom Group Inc. ("Omnicom") and The Interpublic Group of Companies, Inc. ("IPG") announced that Omnicom has commenced offers to exchange any and all outstanding IPG senior notes across six series (due 2028, 2030, 2031, 2033, 2041 and 2048) for up to $2.95 billion^a aggregate principal amount of new Omnicom senior notes plus cash, alongside consent solicitations to strip certain covenants, restrictive provisions and events of default from the existing IPG indentures.

The exchange offers and consent solicitations are conditioned on completion of the pending merger, under which IPG will become a wholly owned subsidiary of Omnicom. The filing states that the merger itself is not subject to completion of the exchange offers or consent solicitations. The filing also states that Omnicom intends to pursue an increase in the availability under its $2.5 billion^b unsecured multi-currency revolving credit facility and expects to retire IPG's existing $1.5 billion revolving credit facility upon completion of the merger.

Exhibit 99.2 presents unaudited pro forma condensed combined financial information as at June 30, 2025 and for the six months then ended and the year ended December 31, 2024. Under the merger agreement, each IPG share converts into 0.344 Omnicom shares, and the filing estimates total consideration of $9,081.3 million^c based on an Omnicom share price of $71.11 as of August 1, 2025, with Omnicom expecting the merger to close in 2025. For investors, the key items are the scale of the debt exchange, the reduced protections that would apply to IPG notes not exchanged, and the pro forma combined figures, which show combined revenue of $26,380.8 million for 2024 and $12,565.4 million for the six months ended June 30, 2025, along with a preliminary goodwill estimate and purchase accounting adjustments that the filing says remain subject to material change.

02—Key points

Key Highlights

Omnicom is offering to exchange up to $2.95 billion of new Omnicom senior notes plus cash for any and all six series of outstanding IPG senior notes, with the exchange offers conditioned on completion of the merger.
Each $1,000 principal amount of IPG notes tendered by the Early Tender Date of August 22, 2025 receives $1,000 of new Omnicom notes plus a $1.00 cash consent payment; after that date, holders receive $970 of new notes plus $30 cash, or $1,000 of new notes if consents are received by the Early Tender Date.
Consent solicitations seek to eliminate certain covenants, restrictive provisions and events of default from the IPG indentures, which the filing says will reduce protection for remaining IPG noteholders.
Omnicom intends to increase availability under its $2.5 billion unsecured multi-currency revolving credit facility and expects to retire IPG's $1.5 billion revolving credit facility upon completion of the merger.
Under the merger agreement, each IPG share converts into 0.344 Omnicom shares; the filing estimates total consideration of $9,081.3 million based on Omnicom's $71.11 share price as of August 1, 2025.
Pro forma combined revenue is $26,380.8 million for 2024 and $12,565.4 million for the six months ended June 30, 2025, and the preliminary purchase price allocation includes $7,374.7 million of goodwill and $4,119.4 million of intangible assets.
The merger was approved by shareholders of both companies on March 18, 2025, and the FTC concluded its antitrust review on June 23, 2025 with an agreed consent order; Omnicom expects the merger to close in 2025.

03—Questions

Frequently Asked Questions

What are holders of IPG notes being offered in the exchange?
For each $1,000 principal amount of tendered IPG notes accepted, holders receive new Omnicom senior notes with identical interest rate, maturity and payment dates. Holders who tender by the Early Tender Date of August 22, 2025 with consents received receive $1,000 of new notes plus a $1.00 cash consent payment; those tendering later receive $970 of new notes plus $30 cash, with the cash consent payment still applying if consents are delivered by the Early Tender Date.
Are the exchange offers dependent on the merger closing?
Yes, the exchange offers and consent solicitations are conditioned upon completion of the merger, and Omnicom may extend the Expiration Date of September 9, 2025 until the merger is consummated. The filing states that completion of the merger is not subject to completion of the exchange offers or consent solicitations.
What does the consent solicitation change for existing IPG noteholders?
The consent solicitations seek to amend the IPG indentures to eliminate certain covenants, restrictive provisions and events of default. The filing states that if adopted, these amendments will reduce protection to holders who do not exchange their notes, and that the exchange is expected to reduce liquidity for untendered notes.
How much consideration will IPG shareholders receive?
Each IPG common share converts into 0.344 shares of Omnicom common stock, plus cash in lieu of fractional shares. The filing estimates total consideration of $9,081.3 million, including $8,947.7 million of equity consideration based on 125,828,934 Omnicom shares at $71.11 per share, and $133.6 million for replacement awards. The filing notes that a 10% change in Omnicom's share price would change consideration by approximately $894.8 million.
What do the pro forma financials show about the combined company?
The unaudited pro forma statements combine Omnicom and IPG as if the merger had occurred on January 1, 2024 for income statement purposes and June 30, 2025 for the balance sheet. Pro forma combined revenue is $26,380.8 million for 2024 and $12,565.4 million for the six months ended June 30, 2025, and pro forma net income attributed to shareholders is $1,812.8 million for 2024 and $518.7 million for the six months ended June 30, 2025. The filing states that the purchase price allocation is preliminary and that final amounts could differ materially.

04—Continue

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