Omnicom Prices €1.0 Billion Senior Notes Offering

June 24, 2019

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NEW YORKJune 24, 2019 /PRNewswire/ -- Omnicom Group Inc. (NYSE: OMC) and Omnicom Finance Holdings plc (the "Issuer"), a wholly owned subsidiary of Omnicom Group Inc., today announced the pricing of the Issuer's public offering of €500 million aggregate principal amount of 0.800% Senior Notes due 2027 (the "2027 Notes") and €500 million aggregate principal amount of 1.400% Senior Notes due 2031 (the "2031 Notes," and, together with the 2027 Notes, the "Notes"). The 2027 Notes will mature on July 8, 2027 and the 2031 Notes will mature on July 8, 2031. The transaction is expected to close on July 8, 2019, subject to customary closing conditions. 

The 2027 Notes will bear interest at a rate of 0.800 percent per annum and the 2031 Notes will bear interest at a rate of 1.400 percent per annum. The Notes will be fully and unconditionally guaranteed by Omnicom Group Inc. and Omnicom Capital Inc., a wholly owned subsidiary of Omnicom Group Inc. (together, the "Guarantors"). The Notes and the related guarantees will be the unsecured and unsubordinated obligations of the Issuer and the Guarantors, respectively, and will rank equal in right of payment to all of their respective existing and future unsecured senior indebtedness.

The Issuer intends to use the net proceeds from the offering to retire $500 million aggregate principal amount of Omnicom Group Inc.'s and Omnicom Capital Inc.'s outstanding 6.25% 2019 Senior Notes at maturity on July 15, 2019 and 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 Inc.'s common stock or other capital transactions. 

Application will be made to have both series of the Notes listed on The New York Stock Exchange. The listing application will be subject to approval by The New York Stock Exchange. If such a listing is obtained, the Issuer will have no obligation to maintain such listing, and the Issuer may delist either series of the Notes at any time.

Deutsche Bank AG, London Branch and J.P. Morgan Securities plc are acting as joint global coordinators and joint book-running managers for the offering and Barclays Bank PLC, BNP Paribas, Citigroup Global Markets Limited and Wells Fargo Securities International Limited are acting as joint book-running managers for the offering. 

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The public offering is being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission ("SEC"). A final prospectus supplement related to the offering will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. In addition, copies of the prospectus and prospectus supplement relating to the Notes offered in the offering may be obtained by contacting any of the following underwriters: Deutsche Bank AG, London Branch at +1-800-503-4611, J.P. Morgan Securities plc at +44-20-7134-2468, Barclays Bank PLC +1-888-603-5847, or BNP Paribas at +1-800-854-5674.

This document is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").  This document is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.

MiFID II Directive 2014/65/EU (as amended, "MiFID II") professionals/ECPs-only / No PRIIPs KID – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the Notes are not available to retail investors in the EEA.

About Omnicom

Omnicom Group Inc. (NYSE: OMC) (www.omnicomgroup.com) is a leading global marketing and corporate communications company. Omnicom's branded networks and numerous specialty firms provide advertising, strategic media planning and buying, digital and interactive marketing, direct and promotional marketing, public relations and other specialty communications services to over 5,000 clients in more than 100 countries. 

Forward-Looking Statements

Certain statements in this press release constitute forward-looking statements, including statements within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, from time to time, we or our representatives have made, or may make, forward-looking statements, orally or in writing.  These statements may discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, or otherwise, based on current beliefs of our management as well as assumptions made by, and information currently available to, our management.  Forward-looking statements may be accompanied by words such as "aim," "anticipate," "believe," "plan," "could," "should," "would," "estimate," "expect," "forecast," "future," "guidance," "intend," "may," "will," "possible," "potential," "predict," "project" or similar words, phrases or expressions.  These forward-looking statements are subject to various risks and uncertainties, many of which are outside our control.  Therefore, you should not place undue reliance on such statements.  Factors that could cause actual results to differ materially from those in the forward-looking statements include:  international, national or local economic conditions that could adversely affect us or our clients; losses on media purchases and production costs incurred on behalf of clients; reductions in client spending, a slowdown in client payments and a deterioration in the credit markets; the ability to attract new clients and retain existing clients in the manner anticipated; changes in client advertising, marketing and corporate communications requirements; failure to manage potential conflicts of interest between or among clients; unanticipated changes relating to competitive factors in the advertising, marketing and corporate communications industries; the ability to hire and retain key personnel; currency exchange rate fluctuations; reliance on information technology systems; changes in legislation or governmental regulations affecting us or our clients; risks associated with assumptions we make in connection with our critical accounting estimates and legal proceedings; and our international operations, which are subject to the risks of currency repatriation restrictions, social or political conditions and regulatory environment.  The foregoing list of factors is not exhaustive.  You should carefully consider the foregoing factors and the other risks and uncertainties that may affect our business, including those described in Item 1A, "Risk Factors" and Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Omnicom Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 2018 and in Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Omnicom Group Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019. Except as required under applicable law, we do not assume any obligation to update these forward-looking statements.

SOURCE Omnicom Group