Omnicom completes $2.95-bn IPG debt exchange after closing merger

New Delhi: Omnicom Group has completed exchange offers for up to $2.95 billion of senior notes issued by The Interpublic Group of Companies (IPG), days after closing its acquisition of the rival network on November 26, 2025.

Under the offers, which expired on November 28, Omnicom has exchanged approximately $2.76 billion, or 93.7%, of IPG’s $2.95 billion outstanding senior notes for new Omnicom notes, leaving about $185 million, or 6.3%, of IPG notes outstanding. 

The remaining IPG bonds will stay in place as obligations of IPG, now a wholly owned subsidiary, under amended indentures.

The new Omnicom notes mirror the IPG bonds they replace and are 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

Each series carries the same coupon and maturity as the corresponding IPG notes and accrues interest from the last IPG interest payment date. Interest will be paid semi-annually, with the first payments falling between December 2025 and April 2026 depending on series.

The new paper is issued under Omnicom’s existing base indenture, as amended via a fifth supplemental indenture signed on December 2, 2025. 
The notes are unsecured and unsubordinated obligations that rank equally with Omnicom’s other senior debt. The indenture limits certain liens and business combinations but does not restrict Omnicom’s ability to incur additional indebtedness.

Omnicom has standard call options on the notes: it can redeem each series before specified par call dates using a make-whole formula tied to US Treasury yields, and at par thereafter. A change-of-control triggering event would require Omnicom to offer to repurchase the notes at 101% of principal plus accrued interest.

As part of the transaction, Omnicom has also signed 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 committed 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 exchange offers within 365 days.

Taken together, the exchange offers and related consents move the bulk of IPG’s legacy bond stack into new Omnicom-issued instruments under a single indenture, aligning the capital structure of what the company describes as the “world’s leading marketing and sales company” following the IPG merger.