Item 1.01. Entry into a Material Definitive Agreement.

On February 25, 2021, The Interpublic Group of Companies, Inc. (the "Company") completed its offering and sale of $500 million aggregate principal amount of its 2.400% Senior Notes due 2031 (the "2031 Notes") and $500 million aggregate principal amount of its 3.375% Senior Notes due 2041 (the "2041 Notes" and, together with the 2031 Notes, the "Notes").

The Notes were issued under an indenture, dated as of March 2, 2012 (the "Base Indenture"), with U.S. Bank National Association, as trustee (the "Trustee"), which is incorporated by reference as Exhibit 4.1 hereto, a tenth supplemental indenture with respect to the 2031 Notes and an eleventh supplemental indenture with respect to the 2041 Notes (collectively, the "Supplemental Indentures" and together with the Base Indenture, the "Indenture"), each dated as of February 25, 2021, between the Company and the Trustee, which are filed as Exhibits 4.2 and 4.3, respectively, hereto.

The Notes are unsecured senior obligations of the Company and rank senior in right of payment to all existing and future indebtedness that is, by its terms, expressly subordinated in right of payment to the Notes and equally in right of payment with all other unsecured senior indebtedness of the Company. The 2031 Notes mature on March 1, 2031 and bear interest at an annual rate of 2.400%. The 2041 Notes mature on March 1, 2041 and bear interest at an annual rate of 3.375%. The Company will pay interest on the Notes semi-annually on March 1 and September 1 of each year, commencing September 1, 2021.

The Notes are not entitled to any sinking fund payments. The Company may redeem the Notes at any time in whole or from time to time in part in accordance with the provisions of the Indenture.

Upon the occurrence of a change of control repurchase event (defined and described more fully in the Supplemental Indentures to mean certain changes in control of the Company that result in ratings downgrades) with respect to the Notes, each holder of the Notes will have the right to require the Company to purchase that holder's Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase, unless the Company has exercised its option to redeem all the Notes.

In the case of an event of default arising from certain events of bankruptcy or insolvency with respect to the Company or certain of its majority-owned subsidiaries, all outstanding Notes will become due and payable immediately. If any other event of default specified in the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the outstanding series of Notes may declare the principal of the applicable series of Notes immediately due and payable.

The Indenture contains certain limitations on the ability of the Company and certain majority-owned subsidiaries to grant liens without equally securing the Notes, or to enter into certain sale and lease-back transactions. These covenants are subject to a number of important exceptions and limitations, as further provided in the Indenture, as applicable.

The foregoing description of the Notes, the Base Indenture and the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to such documents, which are incorporated by reference herein.

Item 2.03. Creation of Direct Financial Obligation.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.




Item 8.01. Other Events.

Offering and Sale of the Notes

On February 23, 2021, in connection with the offering and sale of the Notes, the Company entered into a terms agreement (the "Terms Agreement"), between the Company and Citigroup Global Markets Inc., BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto. A copy of the Terms Agreement is attached hereto as Exhibit 1.1 and incorporated by reference herein.

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A copy of the opinion letter of Willkie Farr & Gallagher LLP relating to the validity of the Notes is attached hereto as Exhibit 5.1.

On February 23, 2021, the Company issued a press release announcing the pricing of its offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Redemption of Outstanding Senior Notes

On February 25, 2021, the Company delivered notices of full redemption to the holders of its 4.00% Senior Notes due 2022 (the "2022 Notes") and its 3.75% Senior Notes due 2023 (the "2023 Notes") and a notice of partial redemption to the holders of its 4.20% Senior Notes due 2024 (the "2024 Notes"), each of which were issued under the Base Indenture, as supplemented by the First Supplemental Indenture, dated as of March 2, 2012, with respect to the 2022 Notes, the Third Supplemental Indenture, dated as of November 8, 2012, with respect to the 2023 Notes and the Fourth Supplemental Indenture, dated as of April 3, 2014, with respect to the 2024 Notes, between the Company and the Trustee.

The Company announced that it will redeem (i) all of the outstanding 2022 Notes, such principal amount thereof being $250,000,000, (ii) all of the outstanding 2023 Notes, such principal amount thereof being $500,000,000 and (iii) $250,000,000 of the $500,000,000 outstanding principal amount of the 2024 Notes. The Depository Trust Company will select the 2024 Notes to be redeemed in accordance with its policies and procedures. Following the partial redemption, $250,000,000 principal amount of the 2024 Notes will remain outstanding.

No statement contained in this Current Report shall constitute a notice of redemption under the Base Indenture, including the applicable supplemental indenture, governing the 2022 Notes, the 2023 Notes and the 2024 Notes. All such notices will only be made in accordance with the provisions of the Base Indenture and applicable supplemental indenture.

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Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.                                    Description

 1.1          Terms Agreement, dated as of February 23, 2021, between the Company
            and Citigroup Global Markets Inc., BofA Securities, Inc. and Morgan
            Stanley & Co. LLC, as representatives of the several underwriters
            named in Schedule I thereto.

 4.1          Senior Debt Indenture, dated as of March 2, 2012, between the
            Company and U.S. Bank National Association, as Trustee, (incorporated
            by reference to Exhibit 4.1 to the Company's Current Report on Form
            8-K filed with the SEC on March 2, 2012).

 4.2          Tenth Supplemental Indenture, dated as of February 25, 2021, between
            the Company and U.S. Bank National Association, as Trustee.

 4.3          Eleventh Supplemental Indenture, dated as of February 25, 2021,
            between the Company and U.S. Bank National Association, as Trustee.

 4.4          Form of Global Note representing 2.400% Senior Notes due 2031
            (included as part of Exhibit 4.2).

 4.5          Form of Global Note representing 3.375% Senior Notes due 2041
            (included as part of Exhibit 4.3).

 5.1          Opinion of Willkie Farr & Gallagher LLP.

23.1          Consent of Willkie Farr & Gallagher LLP (included as part of Exhibit
            5.1).

99.1          Press Release, dated February 23, 2021.

104         Cover Page Interactive Data File. The cover page XBRL tags are
            embedded within the Inline XBRL document (included as Exhibit 101).

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