OMNICOM GROUP INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On November 22, 2021, Omnicom Capital Holdings plc (the "Issuer"), a wholly owned subsidiary of Omnicom Group Inc. ("Omnicom Group"), closed its public offering of £325 million aggregate principal amount of 2.250% Senior Notes due 2033 (the "Notes"), which are fully and unconditionally guaranteed by Omnicom Group (the "Guarantor"). The Notes have been registered under the Securities Act of 1933, as amended, pursuant to the Issuer's and the Guarantor'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 Issuer, after deducting the underwriting discount and estimated offering expenses payable by the Issuer, were approximately £320.3 million. The Issuer intends to use such net proceeds 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 Group's common stock or other capital transactions.

The Notes were issued pursuant to an Indenture, dated as of November 22, 2021 (the "Base Indenture"), between the Issuer, the Guarantor and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as amended by the First Supplemental Indenture, dated as of November 22, 2021, between the Issuer, the Guarantor and the Trustee (the "First Supplemental Indenture" and, together with the Base Indenture, the "Indenture"). The Notes bear interest from November 22, 2021, at a rate equal to 2.250% per year, payable annually in arrears on November 22 of each year, commencing on November 22, 2022. The Notes will mature on November 22, 2033.

Subject to certain exceptions, the Indenture contains covenants limiting the Issuer's, Omnicom Group's and their subsidiaries' ability to (i) create certain liens; and (ii) consolidate or merge with, or convey, transfer or lease substantially all their assets to, another person. The Indenture does not contain any provision that would limit the Issuer's or either of the Guarantor'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 Omnicom Group or a takeover, recapitalization or highly leveraged or similar transactions involving Omnicom Group.

The Notes and the related guarantee are the unsecured and unsubordinated obligations of the Issuer and the Guarantor, respectively, and rank equal in right of payment with all existing and any future unsecured senior and unsubordinated indebtedness of the Issuer and the Guarantor, respectively. The Indenture contains customary event of default provisions.

Prior to August 22, 2033 (the date that is three months prior to the maturity date of the Notes), the Notes will be redeemable, as a whole or in part, at the Issuer's option, at any time or from time to time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus a make-whole premium, together with accrued and unpaid interest thereon to, but excluding, the redemption date. On or after August 22, 2033, the Notes will be redeemable, as a whole or in part, at the Issuer's option, at any time or from time to time at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, together with accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

Upon the occurrence of a "change of control triggering event," as defined in the Indenture, with respect to the Notes, unless the Issuer has exercised its option to redeem such series of the Notes, the Issuer will be required to make an offer to repurchase the Notes of such series at a purchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase.

Omnicom Group and the Issuer have applied to list the Notes on The New York Stock Exchange (the "NYSE"). The listing application has been approved by the NYSE.

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 entered into in connection therewith. 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. In connection with the offering of the Notes, Omnicom Group is filing certain other exhibits to this Current Report on Form 8-K for the purpose of incorporating them as exhibits to the Registration Statement and they are also incorporated therein 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, Omnicom Group is filing herewith the Underwriting Agreement, dated November 17, 2021 (the "Underwriting Agreement"), among the Issuer, the Guarantor, BNP Paribas, Deutsche Bank AG, London Branch, and J.P. Morgan Securities plc, as representatives of the several underwriters, and the other underwriters named therein, 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, dated November 17, 2021, among Omnicom Capital
         Holdings plc, as issuer, Omnicom Group Inc., as guarantor, BNP Paribas,
         Deutsche Bank AG, London Branch, and J.P. Morgan Securities plc, as
         representatives of the several underwriters, and the other underwriters
         named therein
  4.1      Base Indenture, dated as of November 22, 2021, among Omnicom Capital
         Holdings plc, as issuer, Omnicom Group Inc., as guarantor, and Deutsche
         Bank Trust Company Americas, as trustee
  4.2      First Supplemental Indenture, dated as of November 22, 2021, among
         Omnicom Capital Holdings plc, as issuer, Omnicom Group Inc., as
         guarantor, and Deutsche Bank Trust Company Americas, as trustee
  4.3      Form of 2.250% Notes due 2033 (included in Exhibit 4.2)
  5.1      Opinion of Jones Day
  5.2      Opinion of Jones Day
  23.1     Consent of Jones Day (included in Exhibit 5.1 hereof)
  23.2     Consent of Jones Day (included in Exhibit 5.2 hereof)
104      The cover page from this Current Report on Form 8-K, formatted in Inline
         XBRL.

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