Item 1.01 Entry into a Material Definitive Agreement.
On
The net proceeds received by the Company, after deducting the underwriting
discounts and estimated offering expenses payable by the Company, were
approximately
The Notes were issued pursuant to an Indenture, dated as of
Subject to certain exceptions, the Base Indenture, together with the First Supplemental Indenture (collectively, the "Indenture"), contains covenants limiting (i) the Company's and its subsidiaries' ability to create certain liens; and (ii) the Company's ability to consolidate or merge with, or convey, transfer or lease substantially all its assets to, another person. The Indenture does not contain any provision that would limit the Company's ability to incur indebtedness or that would afford holders of the Notes protection in the event of a sudden and significant decline in the credit quality or rating of the Company or a takeover, recapitalization or highly leveraged or similar transactions involving the Company.
The Notes are the unsecured and unsubordinated obligations of the Company and rank equal in right of payment with all existing and any future unsecured senior and unsubordinated indebtedness of the Company. The Indenture contains customary event of default provisions.
Prior to
Upon the occurrence of a "change of control triggering event," as defined in the Indenture, unless the Company has exercised its option to redeem the Notes, the Company will be required to make an offer to repurchase the Notes at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.
The foregoing description of the terms of the Notes, the Base Indenture and First Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of the Notes, the Base Indenture and the First Supplemental Indenture. The Base Indenture and the First Supplemental Indenture are attached hereto as Exhibit 4.1 and Exhibit 4.2, respectively, and are incorporated herein by reference.
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.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description 1.1 Underwriting Agreement, datedFebruary 19, 2020 , among the Company,Citigroup Global Markets Inc. ,J.P. Morgan Securities LLC andWells Fargo Securities, LLC , as representatives of the several underwriters named therein 4.1 Base Indenture, dated as ofFebruary 21, 2020 , amongOmnicom Group Inc. , as issuer, andDeutsche Bank Trust Company Americas , as trustee 4.2 First Supplemental Indenture, dated as ofFebruary 21, 2020 , amongOmnicom Group Inc. , as issuer, andDeutsche Bank Trust Company Americas , as trustee 4.3 Form of 2.450% Notes due 2030 (included in Exhibit 4.2) 5.1 Opinion ofJones Day 23.1 Consent ofJones Day (included in Exhibit 5.1) 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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