OMNICOM GROUP INC. (NYSE:OMC) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

OMNICOM GROUP INC. (NYSE:OMC) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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On February 14, 2019 and February 15, 2019, Omnicom Finance Limited (the “Issuer”), a limited company organized under the laws of England and Wales and a wholly-owned subsidiary of Omnicom Group Inc. (the “Company”), issued €520 million aggregate principal amount of the Issuer’s 0.000% Senior Notes due 2019 (the “Notes”) in a private placement to a non-U.S. person outside the United States. The Notes are fully and unconditionally guaranteed by the Company, mature on August 14, 2019 and do not bear interest. The Notes are redeemable, as a whole, at the Issuer’s option, on June 14, 2019 at a redemption price equal to 50% of the principal amount of the Notes.

In connection with the issuance of the Notes, the Issuer and the Company entered into a fiscal and paying agency agreement, dated as of February 14, 2019 (the “Fiscal Agency Agreement”), with Deutsche Bank AG, London Branch, as fiscal agent, paying agent and transfer agent, and Deutsche Bank Luxembourg S.A., as registrar. The Fiscal Agency Agreement provides for customary events of default with respect to the Notes, including, among other things, nonpayment, failure to comply with the covenants set forth therein for a period of 60 days upon notice, and certain events of bankruptcy, insolvency and reorganization.

About OMNICOM GROUP INC. (NYSE:OMC)

Omnicom Group Inc. is a holding company. The Company provides advertising, marketing and corporate communications services. The Company’s branded networks and agencies operate in all markets around the world and provide a range of services, which it groups into four disciplines: advertising, customer relationship management (CRM), public relations and specialty communications. The Company’s services include advertising, brand consultancy, content marketing, corporate social responsibility consulting, crisis communications, custom publishing, data analytics, database management, direct marketing, entertainment marketing, environmental design, experiential marketing, field marketing, graphic arts/digital imaging, healthcare communications, interactive marketing, investor relations, marketing research, media planning and buying, mobile marketing, multi-cultural marketing, non-profit marketing, organizational communications, package design, product placement and promotional marketing.

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