Omnicom Group Issues $2.2 Billion in Senior Notes

TL;DR

OMC just dropped $2.2B in new debt for 2031 maturities. Big financing move.

AI Summary

Omnicom Group Inc. announced on March 6, 2024, the entry into a material definitive agreement related to its senior notes. Specifically, the company issued $800 million of 4.250% Senior Notes due 2031 and $1.400 billion of 4.400% Senior Notes due 2031. This action creates a direct financial obligation for the registrant.

Why It Matters

Omnicom Group Inc. has secured significant long-term debt financing, which could impact its capital structure and future investment capacity.

Risk Assessment

Risk Level: medium — Issuing a substantial amount of new debt increases Omnicom's leverage and financial obligations.

Key Numbers

• $2.2 billion — Total Senior Notes Issued (Combined principal of the 4.250% and 4.400% Senior Notes due 2031.)
• 4.250% — Interest Rate (Coupon rate for the $800 million Senior Notes due 2031.)
• 4.400% — Interest Rate (Coupon rate for the $1.400 billion Senior Notes due 2031.)

Key Players & Entities

• Omnicom Group Inc. (company) — Filer
• $800 million (dollar_amount) — Principal amount of 4.250% Senior Notes due 2031
• $1.400 billion (dollar_amount) — Principal amount of 4.400% Senior Notes due 2031
• 2031 (date) — Maturity year for the issued Senior Notes
• March 6, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.15 — ch registered Common Stock, par value $0.15 per share OMC New York Stock Exchan

Filing Documents

• ea0201276-8k_omnicom.htm (8-K) — 41KB
• ea0201276ex4-1_omnicom.htm (EX-4.1) — 424KB
• ea0201276ex4-2_omnicom.htm (EX-4.2) — 125KB
• ea0201276ex5-1_omnicom.htm (EX-5.1) — 13KB
• ea0201276ex5-2_omnicom.htm (EX-5.2) — 71KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• ex5-2_001.jpg (GRAPHIC) — 4KB
• ex5-2_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-020451.txt ( ) — 1051KB
• omc-20240306.xsd (EX-101.SCH) — 4KB
• omc-20240306_def.xml (EX-101.DEF) — 27KB
• omc-20240306_lab.xml (EX-101.LAB) — 37KB
• omc-20240306_pre.xml (EX-101.PRE) — 25KB
• ea0201276-8k_omnicom_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 6, 2024, Omnicom Finance Holdings plc (the "Issuer"), a wholly owned indirect subsidiary of Omnicom Group Inc. (the "Guarantor"), closed its public offering of 600 million aggregate principal amount of 3.700% Senior Notes due 2032 (the "Notes"), which are fully and unconditionally guaranteed by the Guarantor. The Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Issuer's and the Guarantor's shelf registration statement on Form S-3 (File No. 333-261046) (the "Registration The net proceeds received by the Issuer, after deducting the underwriting discount and estimated offering expenses, were approximately 593.9 million. The Issuer intends to use such net proceeds 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 the Guarantor's common stock or other capital transactions. The Notes were issued pursuant to an Indenture, dated as of March 6, 2024 (the "Base Indenture"), between the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated as of March 6, 2024, between the Issuer, the Guarantor and the Trustee (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Notes bear interest from March 6, 2024, at a rate equal to 3.700% per year, payable annually in arrears on March 6 of each year, commencing on March 6, 2025. The Notes will mature on March 6, 2032. covenants limiting the Issuer's, the Guarantor's and their subsidiaries' ability to (i) create certain liens; and (ii) consolidate or merge with, or convey,

03. Creation of a Direct Financial Obligation or an Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in Item 1.01 is incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 4.1 Base Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee 4.2 First Supplemental Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee 4.3 Form of 3.700% Notes due 2032 (included in Exhibit 4.2) 5.1 Opinion of Jones Day 5.2 Opinion of Jones Day 23.1 Consent of Jones Day (included in Exhibit 5.1 hereof) 23.2 Consent of Jones Day (included in Exhibit 5.2 hereof) 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Omnicom Group Inc. By: /s/ Philip J. Angelastro Name: Philip J. Angelastro Title: Executive Vice President and Chief Financial Officer Date: March 6, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR