OMNICOM GROUP INC. (NYSE:OMC) Files An 8-K Other Events
Item 8.01. Other Events.
On June 24, 2019, Omnicom Finance Holdings plc (the “Issuer”), a wholly owned subsidiary of Omnicom Group Inc. (“Omnicom Group”), announced the pricing of its public offering of €500 million aggregate principal amount of 0.800% Senior Notes due 2027 (the “2027 Notes”) and €500 million aggregate principal amount of 1.400% Senior Notes due 2031 (the “2031 Notes,” and, together with the 2027 Notes, the “Notes”). The Notes will be fully and unconditionally guaranteed by Omnicom Group and Omnicom Capital Inc. (“Omnicom Capital”), a wholly owned subsidiary of Omnicom Group (together, the “Guarantors”). The 2027 Notes will mature on July 8, 2027 and the 2031 Notes will mature on July 8, 2031. The transaction is expected to close on July 8, 2019, subject to customary closing conditions. In connection with the offering, the Issuer and the Guarantors entered into an underwriting agreement dated June 24, 2019 (the “Underwriting Agreement”), with Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, Barclays Bank PLC and BNP Paribas, as representatives of the several underwriters, and the other underwriters named therein. The Underwriting Agreement includes the terms and conditions of the offer and sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type. The foregoing disclosure is qualified in its entirety by reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
The Notes will be issued under the base indenture, to be entered into among the Issuer, the Guarantors and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture thereto to be entered into among the Issuer, the Guarantors and the Trustee.
The Issuer expects to receive net proceeds, after deducting underwriting discounts and estimated offering expenses, of approximately €990.4 million and intends to use such net proceeds to retire $500 million aggregate principal amount of Omnicom Group’s and Omnicom Capital’s outstanding 6.25% Senior Notes due 2019 at maturity on July 15, 2019 and for general corporate purposes, which could include working capital expenditures, fixed asset expenditures, acquisitions, repayment of commercial paper and short-term debt, refinancing of other debt, repurchases of Omnicom Group’s common stock or other capital transactions.
The Notes are being offered to the Issuer’s and the Guarantors’ shelf registration statement on Form S-3 (File No. 333-231652), which became effective upon filing with the Securities and Exchange Commission on May 21, 2019.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 | Underwriting Agreement, dated June 24, 2019, among Omnicom Finance Holdings plc, Omnicom Group Inc., Omnicom Capital Inc., Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, Barclays Bank PLC and BNP Paribas, as representatives of the several underwriters, and the other underwriters named therein |
OMNICOM GROUP INC. Exhibit
EX-1.1 2 e5689ex1-1.htm UNDERWRITING AGREEMENT Exhibit 1.1 Omnicom Finance Holdings plc 0.800% Senior Notes due 2027 1.400% Senior Notes due 2031 Underwriting Agreement June 24,…
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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.