Omnicom swaps 93.7% IPG bonds into new notes after acquisition

Omnicom Group has exchanged most of Interpublic Group’s outstanding debt for new Omnicom-issued notes, days after completing its acquisition of the rival network on November 26.

According to filings, the exchange offers closed on November 28 with holders tendering about $2.76 billion, or 93.7%, of IPG’s $2.95 billion in senior notes. Roughly $185 million, or 6.3%, of the bonds remain outstanding and will continue as obligations of IPG, now a wholly owned subsidiary, under amended indentures.

The new Omnicom notes match the coupon and maturity terms of the IPG securities they replace and were issued in six series:

1. 4.650% senior notes due 2028
2. 4.750% senior notes due 2030
3. 2.400% senior notes due 2031
4. 5.375% senior notes due 2033
5. 3.375% senior notes due 2041
6. 5.400% senior notes due 2048

Interest accrues from the last IPG payment date and will be paid semi-annually, with first payments scheduled between December 2025 and April 2026, depending on the series.

The notes were issued under Omnicom’s existing base indenture, amended through a fifth supplemental indenture signed on December 2. They are unsecured, unsubordinated senior obligations and rank equally with the acquiring agency’s other senior debt. The indenture restricts certain liens and business combinations but does not limit the company’s ability to incur additional borrowing.

The agency can redeem the notes at any time before specified par call dates using a make-whole formula tied to U.S. Treasury yields, and at par thereafter. A change-of-control triggering event would require a repurchase offer at 101% of principal plus accrued interest.

As part of the transaction, the agency entered a registration rights agreement with a syndicate of dealer managers, including BofA Securities, JP Morgan, Wells Fargo Securities, Barclays, BNP Paribas, Citigroup, Deutsche Bank Securities and HSBC Securities (USA). The company has agreed to file an exchange offer registration statement with the U.S. Securities and Exchange Commission within 180 days of the December 2 settlement date, seek effectiveness within 270 days and complete registered exchanges within 365 days.

The exchange process consolidates most of IPG’s legacy bond portfolio into Omnicom-issued instruments under a single indenture, aligning the capital structure of the combined company following the merger.