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Omnicom Group 8-K Report, Material Agreement (Dec 2, 2025)

Reports
Material Agreements·Financial Events·Exhibits & Filings
Filing Date
Filed December 2, 2025
Period End
December 2, 2025
Security
OMC
In the record · 2016–202610-K1110-Q338-K107

OMC filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 107 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Apr ’16Apr ’16
  2. Material agreement8-K · Apr ’20Apr ’20
  3. Leadership change8-K · Jan ’23Jan ’23
  4. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed December 2, 2025. Cited figures are marked; the original filing is the authoritative source.

On December 2, 2025, Omnicom Group Inc. completed its previously announced exchange offers and related consent solicitations on behalf of The Interpublic Group of Companies, Inc. (IPG), following the closing of its merger with IPG on November 26, 2025.

Omnicom issued approximately $2.76 billiona in aggregate principal amount of new Omnicom senior notes in exchange for tendered IPG notes, with the exchange offers capped at up to $2.95 billion aggregate principal amount of existing IPG notes. The new notes were issued under Omnicom's February 21, 2020 base indenture as supplemented by a Fifth Supplemental Indenture dated December 2, 2025, and carry fixed coupons of 4.650% (due 2028), 4.750% (due 2030), 2.400% (due 2031), 5.375% (due 2033), 3.375% (due 2041) and 5.400% (due 2048). They are unsecured senior obligations ranking equally with Omnicom's other unsecured senior unsubordinated debt.

The Thirteenth Supplemental Indenture to IPG's 2012 base indenture, entered into August 22, 2025, became operative upon settlement of the exchanges and eliminates certain covenants, restrictive provisions and events of default from the existing IPG indentures. Remaining untendered IPG notes stay outstanding as IPG obligations under their existing terms as modified by these amendments. The filing lists the untendered principal amounts by series, including $48,574,000b of 2028 notes and $58,141,000 of 2030 notes.

Omnicom also entered into a registration rights agreement with eight dealer managers, under which it agreed to use commercially reasonable efforts to file an exchange offer registration statement within 180 days of the December 2, 2025 settlement date, have it declared effective within 270 days, and complete the registered exchange offers within 365 days. The new notes include make-whole redemption provisions and a 101%c change of control repurchase obligation. The Omnicom indenture contains limited covenants, restricting only certain liens and consolidations or mergers, and does not restrict incurrence of additional indebtedness.

02—Key points

Key Highlights

  1. Omnicom completed the exchange offers on December 2, 2025, issuing approximately $2.76 billion aggregate principal amount of new Omnicom senior notes in exchange for tendered IPG notes.
  2. The exchange offers covered up to $2.95 billion aggregate principal amount of existing IPG notes, with cash also used as consideration.
  3. Six new Omnicom series were issued: 4.650% due 2028, 4.750% due 2030, 2.400% due 2031, 5.375% due 2033, 3.375% due 2041 and 5.400% due 2048.
  4. The Thirteenth Supplemental Indenture to IPG's base indenture became operative December 2, 2025, eliminating certain covenants, restrictive provisions and events of default from the existing IPG indentures.
  5. Untendered IPG notes remain outstanding as IPG obligations under their existing terms as amended, with the filing listing remaining principal by series.
  6. The new notes include optional make-whole redemption before par call dates and a 101% change of control repurchase obligation.
  7. Omnicom agreed under a registration rights agreement to file an exchange offer registration statement within 180 days and complete registered exchange offers within 365 days of settlement.

03—Questions

Frequently Asked Questions

  1. How much debt did Omnicom issue in the exchange offers?

    Omnicom issued approximately $2.76 billion in aggregate principal amount of New Omnicom Notes in exchange for IPG notes that were tendered and accepted, against an exchange offer cap of up to $2.95 billion.

  2. What are the interest rates and maturities of the new Omnicom notes?

    The new notes carry 4.650% due October 1, 2028; 4.750% due March 30, 2030; 2.400% due March 1, 2031; 5.375% due June 15, 2033; 3.375% due March 1, 2041; and 5.400% due October 1, 2048.

  3. Are the new Omnicom notes secured, and how do they rank?

    The notes are unsecured and unsubordinated obligations of Omnicom and rank equal in right of payment with all existing and future unsecured senior and unsubordinated indebtedness of Omnicom.

  4. What happens to IPG notes that were not exchanged?

    The remaining IPG notes stay obligations of IPG and continue under their existing terms as modified by the Proposed Amendments, which eliminate certain covenants, restrictive provisions and events of default.

  5. What protections do the new notes offer holders?

    The Omnicom indenture limits certain liens and consolidations, mergers or asset transfers, but does not restrict incurring additional indebtedness and does not provide protection against a sudden credit rating decline or a takeover or highly leveraged transaction, apart from the 101% change of control repurchase offer triggered by a change of control triggering event.

04—Continue

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