NEW
YORK, Feb. 28, 2024 /PRNewswire/ -- Omnicom
(NYSE: OMC) and Omnicom Finance Holdings plc (the "Issuer"), a
wholly owned indirect subsidiary of Omnicom, today announced
the pricing of the Issuer's public offering of €600 million
aggregate principal amount of 3.700% Senior Notes due 2032 (the
"Notes"). The Notes will mature on March 6,
2032. The transaction is expected to close on March 6, 2024, subject to customary closing
conditions.
The Notes will bear interest at a rate of 3.700 percent per
annum. The Notes will be fully and unconditionally guaranteed by
Omnicom. The Notes and the related guarantee will be the unsecured
and unsubordinated obligations of the Issuer and Omnicom,
respectively, and will rank equal in right of payment to all of
their respective existing and future unsecured senior
indebtedness.
The Issuer intends to use the net proceeds from the offering 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's common stock or other capital
transactions.
Application will be made to have the Notes listed on The New
York Stock Exchange. The listing application will be subject to
approval by The New York Stock Exchange. If such a listing is
obtained, the Issuer will have no obligation to maintain such
listing, and the Issuer may delist the Notes at any time.
Barclays Bank PLC, BNP Paribas, HSBC Bank plc, and J.P. Morgan
Securities plc are acting as joint book-running managers for the
offering.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction
to any person to whom it is unlawful to make an offer, solicitation
or sale in such jurisdiction. The public offering is being made
pursuant to an effective shelf registration statement that has been
filed with the Securities and Exchange Commission ("SEC"). A final
prospectus supplement related to the offering will be filed with
the SEC and will be available on the SEC's website at
http://www.sec.gov. In addition, copies of the prospectus and
prospectus supplement relating to the Notes offered in the offering
may be obtained by contacting any of the following underwriters:
Barclays Bank PLC toll-free at 1-888-603-5847, BNP Paribas
toll-free at 1-800-854-5674, HSBC Bank plc at +44-207-991-8888, or
J.P. Morgan Securities plc (for non-U.S. investors) collect at
+44-207-134-2468 or J.P. Morgan Securities LLC (for U.S investors)
collect at 1-212-834-4533.
This document is for distribution only to persons who (i) have
professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order"), (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations
etc.") of the Financial Promotion Order, (iii) are outside the
United Kingdom, or (iv) are
persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial
Services and Markets Act 2000) in connection with the issue or sale
of any securities may otherwise lawfully be communicated or caused
to be communicated (all such persons together being referred to as
"relevant persons"). This document is directed only at
relevant persons and must not be acted on or relied on by persons
who are not relevant persons. Any investment or investment activity
to which this document relates is available only to relevant
persons and will be engaged in only with relevant persons.
Relevant stabilization regulations including FCA/ICMA will
apply. UK MiFIR and MiFID II professionals / ECPs-only / No UK or
EEA PRIIPs KID – Manufacturer target market (MIFID II and UK MiFIR
product governance) is eligible counterparties and professional
clients only (all distribution channels). No EEA or UK PRIIPs key
information document (KID) has been prepared as the Notes are not
available to retail in EEA or UK.
About Omnicom
Omnicom (www.omnicomgroup.com) is a
leading global marketing and corporate communications company.
Omnicom's branded networks and numerous specialty firms offer
services in advertising, strategic media planning and buying,
precision marketing, commerce and branding, experiential, customer
relationship marketing (CRM), public relations, healthcare
marketing and other specialty communications services to over 5,000
clients in more than 70 countries.
Forward-Looking Statements
Certain statements in this
document contain forward-looking statements, including statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. In addition, from time to time, the Company or its
representatives have made, or may make, forward-looking statements,
orally or in writing. These statements may discuss goals,
intentions and expectations as to future plans, trends, events,
results of operations or financial position, or otherwise, based on
current beliefs of the Company's management as well as assumptions
made by, and information currently available to, the Company's
management. Forward-looking statements may be accompanied by words
such as "aim," "anticipate," "believe," "plan," "could," "should,"
"would," "estimate," "expect," "forecast," "future," "guidance,"
"intend," "may," "will," "possible," "potential," "predict,"
"project" or similar words, phrases or expressions. These
forward-looking statements are subject to various risks and
uncertainties, many of which are outside the Company's control.
Therefore, you should not place undue reliance on such statements.
Factors that could cause actual results to differ materially from
those in the forward-looking statements include: adverse economic
conditions, including those caused by geopolitical events,
international hostilities, acts of terrorism, public health crises,
high and sustained inflation in countries that comprise our major
markets, high interest rates, and labor and supply chain issues
affecting the distribution of our clients' products; international,
national, or local economic conditions that could adversely affect
the Company or its clients; losses on media purchases and
production costs incurred on behalf of clients; reductions in
client spending, a slowdown in client payments, and a deterioration
or disruption in the credit markets; the ability to attract new
clients and retain existing clients in the manner anticipated;
changes in client advertising, marketing, and corporate
communications requirements; failure to manage potential conflicts
of interest between or among clients; unanticipated changes related
to competitive factors in the advertising, marketing, and corporate
communications industries; unanticipated changes to, or the ability
to hire and retain key personnel; currency exchange rate
fluctuations; reliance on information technology systems and risks
related to cybersecurity incidents; effective management of the
risks, challenges and efficiencies presented by utilizing
Artificial Intelligence (AI) technologies and related partnerships
in our business; changes in legislation or governmental regulations
affecting the Company or its clients; risks associated with
assumptions the Company makes in connection with acquisitions, its
critical accounting estimates and legal proceedings; the Company's
international operations, which are subject to the risks of
currency repatriation restrictions, social or political conditions,
and an evolving regulatory environment in high-growth markets and
developing countries; and risks related to our environmental,
social, and governance goals and initiatives, including impacts
from regulators and other stakeholders, and the impact of factors
outside of our control on such goals and initiatives. The foregoing
list of factors is not exhaustive. You should carefully consider
the foregoing factors and the other risks and uncertainties that
may affect the Company's business, including those described in
Item 1A, "Risk Factors" and Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations" in our
Annual Report on Form 10-K for the year ended December 31, 2023 and in other documents filed
from time to time with the Securities and Exchange Commission.
Except as required under applicable law, the Company does not
assume any obligation to update these forward-looking
statements.
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SOURCE Omnicom Group Inc.