Omnicom Group Inc. Completes Exchange Offer And Issues $2,760 Million Of New Senior Notes In Connection With IPG Merge

Omnicom Group Inc. previously announced that its merger with The Interpublic Group of Companies Inc. closed on November 26, 2025. On December 2, 2025, Omnicom Group Inc. completed its previously announced offers to exchange up to $2,950 million aggregate principal amount of Existing IPG Notes issued by The Interpublic Group of Companies Inc., for New Omnicom Notes and cash; and related solicitations of consents from eligible holders of the Existing IPG Notes to amend the applicable indenture governing the Existing IPG Notes, to eliminate certain of the covenants, restrictive provisions and events of default. Upon completion of the Exchange Offers, Omnicom Group Inc. issued approximately $2,760 million in aggregate principal amount of New Omnicom Notes in exchange for Existing IPG Notes that were tendered and subsequently accepted.

Each series of New Omnicom Notes was issued pursuant to the Indenture, dated as of February 21, 2020, between Omnicom Group Inc. and Deutsche Bank Trust Company Americas, as trustee, as amended by the Fifth Supplemental Indenture, dated as of December 2, 2025, between Omnicom Group Inc. and the trustee. The New Omnicom Notes include: 4.650% Senior Notes due 2028, 4.750% Senior Notes due 2030, 2.400% Senior Notes due 2031, 5.375% Senior Notes due 2033, 3.375% Senior Notes due 2041, and 5.400% Senior Notes due 2048. The New Omnicom 2028 Notes will accrue interest from October 1, 2025, at a rate of 4.650% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026, and will mature on October 1, 2028.

The New Omnicom 2030 Notes will accrue interest from September 30, 2025, at a rate of 4.750% per year, payable semi-annually in arrears on March 30 and September 30 of each year, beginning on March 30, 2026, and will mature on March 30, 2030. The New Omnicom 2031 Notes will accrue interest from September 1, 2025, at a rate of 2.400% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2026, and will mature on March 1, 2031. The New Omnicom 2033 Notes will accrue interest from June 15, 2025, at a rate of 5.375% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2025, and will mature on June 15, 2033.

The New Omnicom 2041 Notes will accrue interest from September 1, 2025, at a rate of 3.375% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2026, and will mature on March 1, 2041. The New Omnicom 2048 Notes will accrue interest from October 1, 2025, at a rate of 5.400% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2026, and will mature on October 1, 2048. Subject to certain exceptions, the Omnicom Indenture contains covenants limiting Omnicom Group Inc. and its subsidiaries?

ability to create certain liens and Omnicom Group Inc.?s ability to consolidate or merge with, or convey, transfer or lease substantially all its assets to, another person. The New Omnicom Notes are the unsecured and unsubordinated obligations of Omnicom Group Inc. and rank equal in right of payment with all existing and any future unsecured senior and unsubordinated indebtedness of Omnicom Group Inc. The Omnicom Indenture contains customary event of default provisions. Omnicom Group Inc. may, at its option, redeem all or a part of any series of the New Omnicom Notes prior to the applicable Par Call Date, in each case, at a redemption price equal to the greater of the sum of the present values of the remaining scheduled payments of principal and interest on the applicable series of the New Omnicom Notes to be redeemed, discounted to the redemption date (assuming such notes matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 25 basis points with respect to the New Omnicom 2028 Notes, 50 basis points with respect to the New Omnicom 2030 Notes, 20 basis points with respect to the New Omnicom 2031 Notes, 30 basis points with respect to the New Omnicom 2033 Notes, 25 basis points with respect to the New Omnicom 2041 Notes and 35 basis points with respect to the New Omnicom 2048 Notes, less interest accrued to, but excluding, the redemption date, and 100% of the principal amount of the applicable series of New Omnicom Notes to be redeemed, plus in either case, accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

On or after the applicable Par Call Date, the applicable series of New Omnicom Notes will be redeemable at the option of Omnicom Group Inc., at any time or from time to time at a redemption price equal to 100% of the principal amount of the New Omnicom Notes to be redeemed, together with accrued and unpaid interest thereon, if any, to the date of redemption. The remainder of the Existing IPG Notes, representing $48.574 million in aggregate principal amount of Existing IPG 2028 Notes, $58.141 million in aggregate principal amount of Existing IPG 2030 Notes, $42.642 million in aggregate principal amount of Existing IPG 2031 Notes, $21.659 million in aggregate principal amount of Existing IPG 2033 Notes, $5.669 million in aggregate principal amount of Existing IPG 2041 Notes and $8.343 million in aggregate principal amount of Existing IPG 2048 Notes, that were not exchanged pursuant to the Exchange Offers remain obligations of The Interpublic Group of Companies Inc. and will continue to be subject to their existing terms as modified by the Proposed Amendments despite the completion of the Exchange Offers and Consent Solicitations. In connection with the issuance of the New Omnicom Notes, Omnicom Group Inc. also entered into a registration rights agreement, dated December 2, 2025, by and among Omnicom Group Inc., as issuer, and each of BofA Securities Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., BNP Paribas Securities Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc., as dealer managers.

Under the Registration Rights Agreement, Omnicom Group Inc. agreed, among other things, to use commercially reasonable efforts, to file an exchange offer registration statement with the Securities and Exchange Commission with respect to the New Omnicom Notes within 180 days after December 2, 2025; cause such exchange offer registration statement to be declared effective by the Securities and Exchange Commission within 270 days after the Settlement Date; and complete the registered exchange offers within 365 days following the Settlement Date.