Omnicom Group Issues $1.2B in Senior Notes

TL;DR

OMC just dropped $1.2B in new debt - 2.25% 2033 notes and 4.4% 2031 notes.

AI Summary

Omnicom Group Inc. entered into a material definitive agreement on July 30, 2024, related to the issuance of senior notes. Specifically, the company issued $800 million of 2.250% Senior Notes due 2033 and $400 million of 4.400% Senior Notes due 2031. This action creates a direct financial obligation for the company.

Why It Matters

Omnicom Group Inc. has raised significant capital through the issuance of new debt, which could impact its financial leverage and future investment capacity.

Risk Assessment

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

Key Numbers

• $800.0M — Senior Notes due 2033 (Debt issuance)
• $400.0M — Senior Notes due 2031 (Debt issuance)
• $1.2B — Total Debt Issued (Combined value of new senior notes)

Key Players & Entities

• Omnicom Group Inc. (company) — Filer
• 2.250% Senior Notes due 2033 (dollar_amount) — Debt issuance
• 4.400% Senior Notes due 2031 (dollar_amount) — Debt issuance

FAQ

Key Financial Figures

• $0.15 — ch registered Common Stock, par value $0.15 per share OMC New York Stock Exchan
• $600.0 million — Company") closed its public offering of $600.0 million aggregate principal amount of 5.300% Se
• $592.4 million — able by the Company, were approximately $592.4 million. The Company intends to use such net pr
• $750 million — ch mature on November 1, 2024, of which $750 million aggregate principal amount was outstand

Filing Documents

• ea0210445-8k_omnicom.htm (8-K) — 46KB
• ea021044501ex1-1_omnicom.htm (EX-1.1) — 185KB
• ea021044501ex4-1_omnicom.htm (EX-4.1) — 111KB
• ea021044501ex5-1_omnicom.htm (EX-5.1) — 10KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-064758.txt ( ) — 659KB
• omc-20240730.xsd (EX-101.SCH) — 4KB
• omc-20240730_def.xml (EX-101.DEF) — 27KB
• omc-20240730_lab.xml (EX-101.LAB) — 37KB
• omc-20240730_pre.xml (EX-101.PRE) — 26KB
• ea0210445-8k_omnicom_htm.xml (XML) — 8KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 2, 2024, Omnicom Group Inc. (the "Company") closed its public offering of $600.0 million aggregate principal amount of 5.300% Senior Notes due 2034 (the "Notes"), pursuant to the Underwriting Agreement, dated July 30, 2024 (the "Underwriting Agreement"), with BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters. The Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-261046) (the "Registration Statement"), which became effective upon filing with the Securities and Exchange Commission on November 12, 2021. The net proceeds received by the Company, after deducting the underwriting discounts and estimated offering expenses payable by the Company, were approximately $592.4 million. The Company intends to use such net proceeds, along with available cash, to fund the repayment of its 3.65% Senior Notes due 2024, which mature on November 1, 2024, of which $750 million aggregate principal amount was outstanding as of June 30, 2024. Pending the application of the net proceeds, the Company plans to invest such net proceeds in short-term investment grade obligations. The Notes were issued pursuant to an Indenture, dated as of February 21, 2020 (the "Base Indenture"), between the Company and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as amended by the Fourth Supplemental Indenture, dated as of August 2, 2024, between the Company and the Trustee (the "Fourth Supplemental Indenture"). The Notes will bear interest from August 2, 2024, at a rate equal to 5.300% per year, payable semi-annually in arrears on May 1 and November 1 of each year, commencing on May 1, 2025. The Notes will mature on November 1, 2034. together with the Fou

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. Other Events

Item 8.01. Other Events. In connection with the offering of the Notes, the Company is filing herewith the Underwriting Agreement and certain other items listed below as exhibits to this Current Report on Form 8-K, which are incorporated by reference into the Registration Statement. 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 1.1 Underwriting Agreement, dated July 30, 2024, among Omnicom Group Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein 4.1 Fourth Supplemental Indenture, dated as of August 2, 2024, among Omnicom Group Inc., as issuer, and Deutsche Bank Trust Company Americas, as trustee 4.2 Form of 5.300% Notes due 2034 (included in Exhibit 4.1) 5.1 Opinion of Jones Day 23.1 Consent of Jones Day (included in Exhibit 5.1 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/ Louis F. Januzzi Name: Louis F. Januzzi Title: Senior Vice President, General Counsel and Secretary Date: August 2, 2024 3

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View this 8-K filing on SEC EDGAR