The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and they are not soliciting an offer to buy these securities, in any jurisdiction where the offer or sale is not permitted.
Preliminary Prospectus Supplement (to prospectus dated February 19, 2020) | Filed pursuant to Rule 424(b)(5) Registration No. 333-236502 |
OMNICOM GROUP INC.
$
Issue price:
Price to Public(1) | Underwriting Discount | Proceeds, Before Expenses | ||||||||||||
Per note | % | % | % | |||||||||||
Total | $ | $ | $ |
(1) | Plus accrued interest from , 2020, if settlement occurs after that date. |
Citigroup | BofA Securities | J.P. Morgan |
BNP PARIBAS | Mizuho Securities | US Bancorp |
Wells Fargo Securities |
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advertising | investor relations | |||
branding | marketing research | |||
content marketing | media planning and buying | |||
corporate social responsibility consulting | merchandising and point of sale | |||
crisis communications | mobile marketing | |||
custom publishing | multi-cultural marketing | |||
data analytics | non-profit marketing | |||
database management | organizational communications | |||
digital/direct marketing | package design | |||
digital transformation | product placement | |||
entertainment marketing | promotional marketing |
experiential marketing | public affairs | |||
field marketing | public relations | |||
financial/corporate business-to-business advertising | retail marketing | |||
graphic arts/digital imaging | sales support | |||
healthcare marketing and communications | search engine marketing | |||
instore design | shopper marketing | |||
interactive marketing | social media marketing | |||
sports and event marketing |
Issuer | Omnicom Group Inc. |
Notes Offered | $ aggregate principal amount of % Senior Notes due 20 . |
Maturity | The notes will mature on , 20 . |
Interest Rate | The notes will bear interest from , 2020 at a rate equal to % per year, payable semi-annually. |
Interest Payment Dates | and of each year, commencing , 2020. |
Ranking | The notes will: |
• be general unsecured obligations of the Issuer; • rank equally in right of payment with all existing and any future unsecured senior and unsubordinated indebtedness of the Issuer; • rank senior in right of payment to any existing and future indebtedness of the Issuer that is subordinated to the notes; • be effectively subordinated to any existing and future secured indebtedness of the Issuer to the extent of the assets securing such indebtedness; and • be structurally subordinated to all existing and any future indebtedness and any other liabilities and commitments of the Issuer’s subsidiaries. | |
As of December 31, 2019, Omnicom Group had $5.1 billion aggregate principal amount of indebtedness outstanding, and on a pro forma basis after giving effect to the issuance and sale of the notes offered hereby and $600 million aggregate principal amount of our 2.450% Senior Notes due 2030 (the “2030 Notes”), issued on February 21, 2020, and the redemption of the entire outstanding aggregate principal amount of our 4.450% Senior Notes due 2020 (the “2020 Notes”), Omnicom Group would have had approximately $ billion aggregate principal amount of indebtedness outstanding. | |
See “Risk Factors — The Issuer’s holding company structure may affect the Issuer’s ability to meet its obligations under the notes” in this prospectus supplement. | |
Denomination | The notes will be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof. |
Optional Redemption | Prior to (the date that is 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 such date, the notes will be redeemable, as a whole or in part, at the Issuer’s option, at any time or from time to time, upon mailed notice (or electronic notice, as applicable) to the registered address of each holder of such notes at least 15 days but not more than 60 days prior to the redemption at a redemption price of 100% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. See “Description of Notes — Optional Redemption.” |
Repurchase at the Option of Holders Upon Change of Control Triggering | |
Event | Upon the occurrence of a “Change of Control Triggering Event” (as defined under “Description of Notes — Repurchase at the Option of Holders Upon Change of Control Triggering Event”), unless the Issuer has exercised its option to redeem the notes, the Issuer 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. |
Certain Covenants | The indenture governing the notes will contain covenants limiting our and our subsidiaries’ ability to, with certain exceptions: • create certain liens; and • consolidate or merge with, or convey, transfer or lease substantially all our assets to, another person. You should read “Description of Notes” on page S-11 in this prospectus supplement and “Description of U.S. Debt Securities” on page 8 of the accompanying prospectus for additional information on these covenants. |
Use of Proceeds | The net proceeds we receive from the sale of the notes offered hereby, after deducting the underwriting discount and estimated offering expenses payable by us, will be approximately $ million. We intend to use the net proceeds from the sale of the notes offered hereby 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 or other capital transactions. |
Risk Factors | See “Risk Factors” beginning on page S-6 of this prospectus supplement and under “Item 1A. Risk Factors” in the 2019 10-K as well as the Issuer’s other filings with the SEC (including, for the avoidance of doubt, the risks described in the Issuer’s Current Report on Form 8-K filed on March 25, 2020) that are incorporated or deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus for important information regarding us and an investment in the notes. |
Further Issuances | We will have the ability to “reopen” the notes offered hereby and issue additional notes having the same terms, except with respect to the issue date, price to public, payment of interest accruing prior to the issue date of such further notes or except for the first payment of interest following the issue date of such further notes. |
Trustee | Deutsche Bank Trust Company Americas. |
Governing Law | The indenture and the notes will be governed by, and construed in accordance with, the laws of the State of New York. |
holders of the notes to sell their notes or the prices at which holders may be able to sell their notes. To the extent that an active trading market does not develop, the price at which you may be able to sell the notes, if at all, may be less than the price you pay for them.
• | our credit ratings with major credit rating agencies; |
• | the prevailing interest rates being paid by other companies similar to us; |
• | our financial condition, financial performance and future prospects; and |
• | the overall condition of the financial markets. |
As of December 31, 2019 | |||||||||||
Actual | As Adjusted | ||||||||||
(In millions) | |||||||||||
Cash and cash equivalents and short-term investments | $ | 4,309.3 | $ | ||||||||
Short-term debt: | |||||||||||
Current portion of debt(1) | $ | 602.4 | $ | ||||||||
Short-term borrowings | 10.1 | ||||||||||
Total short-term debt | $ | 612.5 | $ | ||||||||
Long-term debt: | |||||||||||
Senior Notes — due August 15, 2020(1) | $ | 600.0 | $ | ||||||||
Senior Notes — due May 1, 2022 | 1,250.0 | ||||||||||
Senior Notes — due November 1, 2024 | 750.0 | ||||||||||
Senior Notes — due April 15, 2026 | 1,400.0 | ||||||||||
Senior Notes — due July 8, 2027 | 561.4 | ||||||||||
Senior Notes — due April 30, 2030(2) | — | ||||||||||
Senior Notes — due July 8, 2031 | 561.4 | ||||||||||
Notes offered hereby(3) | — | ||||||||||
Unamortized premium (discount) on Senior Notes, net | 0.8 | ||||||||||
Unamortized debt issuance costs | (20.0 | ) | |||||||||
Unamortized deferred gain from settlement of interest rate swaps | 30.7 | ||||||||||
5,134.3 | |||||||||||
Less current portion(1) | (602.4 | ) | |||||||||
Total long-term debt | $ | 4,531.9 | $ | ||||||||
Temporary equity — redeemable noncontrolling interests | $ | 207.3 | $ | ||||||||
Equity: | |||||||||||
Shareholders’ Equity: | |||||||||||
Preferred stock, $1.00 par value, 7,500,000 shares authorized, none issued | $ | — | $ | ||||||||
Common stock, $0.15 par value, 1.0 billion shares authorized, 297.2 million shares issued and 217.1 million shares outstanding | 44.6 | ||||||||||
Additional paid-in capital | 760.9 | ||||||||||
Retained earnings | 7,806.3 | ||||||||||
Accumulated other comprehensive income (loss) | (1,197.6 | ) | |||||||||
Treasury stock, at cost | (4,560.3 | ) | |||||||||
Total shareholders’ equity | 2,853.9 | ||||||||||
Noncontrolling Interests | 519.8 | ||||||||||
Total Equity | $ | 3,373.7 | $ | ||||||||
Total capitalization(4) | $ | 8,725.4 | $ |
(1) | We redeemed the entire outstanding aggregate principal amount of the 2020 Notes on March 23, 2020. |
(2) | On February 21, 2020, we issued and sold $600 million aggregate principal amount of the 2030 Notes. |
(3) | As adjusted amount of the notes offered hereby reflects the aggregate principal amount of $million and does not give effect to the underwriting discount of $ million and estimated costs from this offering of $ million. |
(4) | Total capitalization includes short-term debt, long-term debt, temporary equity and total equity. |
For the years ended December 31, | |||||||||||||||||||||||
(In millions, except per share amounts) | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||||
Revenue | $ | 14,953.7 | $ | 15,290.2 | $ | 15,273.6 | $ | 15,416.9 | $ | 15,134.4 | |||||||||||||
Operating Profit | 2,122.3 | 2,133.5 | 2,083.8 | 2,030.5 | 1,920.1 | ||||||||||||||||||
Net Income — Omnicom Group Inc. | 1,339.1 | 1,326.4 | 1,088.4 | 1,148.6 | 1,093.9 | ||||||||||||||||||
Net Income Per Common Share — Omnicom Group Inc.: | |||||||||||||||||||||||
Basic | 6.09 | 5.85 | 4.68 | 4.80 | 4.43 | ||||||||||||||||||
Diluted | 6.06 | 5.83 | 4.65 | 4.78 | 4.41 | ||||||||||||||||||
Dividends Declared Per Common Share | 2.60 | 2.40 | 2.25 | 2.15 | 2.00 | ||||||||||||||||||
As of December 31, | |||||||||||||||||||||||
(In millions) | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||||
Cash and Cash Equivalents and Short-Term Investments | $ | 4,309.3 | $ | 3,657.9 | $ | 3,796.4 | $ | 3,022.8 | $ | 2,619.7 | |||||||||||||
Total Assets | 26,783.4 | 24,617.0 | 24,931.2 | 23,165.4 | 22,110.7 | ||||||||||||||||||
Long-Term Obligations: | |||||||||||||||||||||||
Long-Term Debt, including current portion | 5,134.3 | 4,883.7 | 4,912.9 | 4,920.6 | 4,565.6 | ||||||||||||||||||
Long-Term Liability — Operating Leases | 1,274.7 | — | — | — | — | ||||||||||||||||||
Long-Term Liabilities | 1,006.8 | 1,197.8 | 1,091.2 | 892.3 | 800.5 | ||||||||||||||||||
Total Shareholders’ Equity | 2,853.9 | 2,547.1 | 2,615.1 | 2,162.0 | 2,452.4 |
• | be general unsecured obligations of the Issuer; |
• | rank equally in right of payment with all existing and any future unsecured senior and unsubordinated indebtedness of the Issuer; |
• | rank senior in right of payment to any existing and future indebtedness of the Issuer that is subordinated to the notes; |
• | be effectively subordinated to any existing and future secured indebtedness of the Issuer to the extent of the assets securing such indebtedness; and |
• | be structurally subordinated to all existing and any future indebtedness and any other liabilities and commitments of the Issuer’s subsidiaries. |
• | Title: % Senior Notes due 20 |
• | Initial principal amount being issued: $ |
• | Stated maturity date: , 20 |
• | Interest rate: % |
• | Date interest starts accruing: , 2020 |
• | Interest payment dates: and of each year |
• | First interest payment date: , 2020 |
• | Regular record dates for interest: and of each year |
• | Computation of interest: Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. |
• | Form of notes: The notes will be in the form of one or more global notes that the Issuer will deposit with or on behalf of The Depository Trust Company (“DTC”). |
• | Sinking fund: The notes will not be subject to any sinking fund. |
• | Trustee: Deutsche Bank Trust Company Americas |
• | accept for payment all notes or portions of notes properly tendered and not withdrawn pursuant to the Change of Control Offer; |
• | deposit with the paying agent an amount equal to the Change of Control Payment in respect of all notes or portions of notes properly tendered and not withdrawn; and |
• | deliver or cause to be delivered to the trustee the notes properly accepted together with an officer’s certificate stating the aggregate principal amount of notes or portions of notes being repurchased. |
rating of such notes publicly available for reasons outside of the Issuer’s control, the equivalent investment grade credit rating by the replacement agency selected by the Issuer in accordance with the procedures described below.
• | Permitted Liens; |
• | purchase money Liens upon or in any real property or equipment acquired or held by the Issuer or any Subsidiary in the ordinary course of business to secure the purchase price of such property or equipment or to secure Debt incurred solely for the purpose of financing the acquisition of such property or equipment, or Liens existing on such property or equipment at the time of its acquisition (other than any such Liens created in contemplation of such acquisition that were not incurred to finance the acquisition of such property) or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount, provided, however, that no such Lien shall extend to or cover any properties of any character other than the real property or equipment being acquired and fixed improvements thereon or accessions thereto, and no such extension, renewal or replacement shall extend to or cover any properties not theretofore subject to the Lien being extended, renewed or replaced; |
• | Liens existing on the date of this prospectus supplement; |
• | Liens on property of a Person existing at the time such Person is merged into, consolidated with, or acquired by the Issuer or any Subsidiary of the Issuer or becomes a Subsidiary of the Issuer; provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with the Issuer or such Subsidiary or acquired by the Issuer or such Subsidiary; |
• | Liens granted by Subsidiaries of the Issuer to secure Debt owed to the Issuer or a wholly owned Subsidiary of the Issuer; |
• | Liens arising out of a judgment, decree or order of court being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Issuer or the books of its Subsidiaries, as the case may be, in conformity with U.S. GAAP; |
• | Debt of a Person existing at the time such Person is merged into or consolidated with the Issuer or becomes a Subsidiary of the Issuer provided that such Debt was not created in contemplation of such merger, consolidation or acquisition and provided further that the aggregate principal amount of such Debt shall not exceed $50,000,000 at any time outstanding; |
• | Liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any Debt secured by Liens referred to above or Liens created in connection with any amendment, consent or waiver relating to such Debt, so long as such Lien does not extend to any other property, the amount of Debt secured is not increased (other than by the amount equal to any costs and expenses incurred in connection with any extension, renewal, refinancing or refunding) and the Debt so secured does not exceed the fair market value (as determined by the board of directors of the Issuer in good faith) of the assets subject to such Liens at the time of such extension, renewal, refinancing or refunding, or such amendment, consent or waiver, as the case may be; |
• | any assignment of accounts receivable (a) by and among the Issuer and its Subsidiaries or (b) pursuant to non-recourse factoring or similar arrangements or otherwise in an aggregate amount not to exceed in any fiscal year the greater of $500,000,000 (measured as the face value of such accounts receivable at the time of assignment) and 10.0% of the consolidated accounts receivable of the Issuer and its Subsidiaries as reflected in the consolidated balance sheet of the Issuer as of the end of the fiscal year of the Issuer most recently ended prior to such assignment for which financial statements are available; and |
• | (a) Liens otherwise prohibited by this covenant, securing Debt or other obligations in an aggregate amount at any time outstanding plus (b) the aggregate face value at the time of assignment of such accounts receivable assigned, the assignment of which is not otherwise permitted by the foregoing exceptions, in an aggregate amount not to exceed 20% of Consolidated Net Worth of the Issuer and its Subsidiaries as set forth in the Issuer’s most recently available financial statements. |
otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of Hedge Agreements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below and other payment obligations guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt.
• | dealers in securities or currencies; |
• | traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; |
• | brokers; |
• | tax-exempt entities; |
• | insurance companies; |
• | persons that hold the notes as part of a straddle, hedge, conversion or other integrated transaction; |
• | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; |
• | banks or other financial institutions; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | former citizens or former permanent residents of the United States; |
• | controlled foreign corporations; |
• | passive foreign investment companies; |
• | entities or arrangements classified as partnerships for U.S. federal tax purposes or other pass-through entities or investors therein; and |
• | holders subject to the alternative minimum tax. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (i) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. |
included in income, will be treated as interest as described above) and the U.S. Holder’s adjusted tax basis in the note. A U.S. Holder’s adjusted tax basis in a note generally will be the U.S. Holder’s cost therefor. This gain or loss generally will be a capital gain or loss, and will be a long-term capital gain or loss if the U.S. Holder has held the note for more than one year. Long-term capital gains recognized by certain non-corporate U.S. Holders, including individuals, generally will be taxable at a preferential rate. The deductibility of capital losses is subject to limitations.
• | fails to furnish its taxpayer identification number (“TIN”), which, for an individual, is ordinarily his or her social security number; |
• | furnishes an incorrect TIN; |
• | is notified by the IRS that it has failed to properly report payments of interest or dividends; or |
• | fails to certify on IRS Form W-9, under penalties of perjury, that it has furnished a correct TIN and that the IRS has not notified the U.S. Holder that it is subject to backup withholding. |
• | such payments are not effectively connected with such holder’s conduct of a U.S. trade or business (and, if required by an applicable income tax treaty, are not attributable to a “permanent establishment” or “fixed base” maintained by the Non-U.S. Holder in the United States); |
• | such Non-U.S. Holder does not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock; and |
• | such Non-U.S. Holder is not a controlled foreign corporation that is related, directly or indirectly to us. |
• | such gain is effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States (and, where an applicable income tax treaty so provides, is attributable to a U.S. “permanent establishment” or “fixed base” maintained by such holder); or |
• | such gain is realized by an individual Non-U.S. Holder who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met. |
required to) rely on this proposed change to FATCA withholding until final Treasury regulations are issued. An “intergovernmental agreement” between the United States and an applicable foreign country may modify the requirements described in this paragraph.
Underwriters | Principal Amount of Notes | |
Citigroup Global Markets Inc. | $ | |
BofA Securities, Inc. | ||
J.P. Morgan Securities LLC | ||
BNP Paribas Securities Corp. | ||
Mizuho Securities USA LLC | ||
U.S. Bancorp Investments, Inc. | ||
Wells Fargo Securities, LLC | ||
Total | $ |
Paid by Us | ||||||
Per note | % | |||||
Total | $ |
An affiliate of Citigroup Global Markets Inc. is a lead arranger and book manager and the administrative agent, an affiliate of J.P. Morgan Securities LLC is a lead arranger, book manager and syndication agent and an affiliate of Wells Fargo Securities, LLC is a lead arranger, book manager and syndication agent of the Omnicom Group credit facility. The other underwriters, or their affiliates, may also be participants in the Omnicom Group credit facility.
Transaction Law of Korea and rules and regulations promulgated thereunder), or to any persons for reoffering or resale, directly or indirectly, in Korea or to, or for the account or benefit of, any resident of Korea, except as otherwise permitted under applicable laws and regulations.
• | Annual Report of the Issuer on Form 10-K for the fiscal year endedDecember 31, 2019, filed with the SEC on February 11, 2020; |
• | Current Reports of the Issuer on Form 8-K filed with the SEC onFebruary 19, 2020,February 21, 2020 andMarch 25, 2020; and |
437 Madison Avenue
New York, NY 10022
Attn: Corporate Secretary
(212) 415-3600
reference into this prospectus supplement, the accompanying prospectus or any free writing prospectus related hereto that we may authorize to be delivered to you. If given or made, any such other information or representation should not be relied upon as having been authorized by us or the underwriters or their affiliates. The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those respective dates.
OMNICOM GROUP INC. | OMNICOM FINANCE HOLDINGS PLC | |
_______________ | _______________ | |
DEBT SECURITIES | DEBT SECURITIES | |
COMMON STOCK | ||
PREFERRED STOCK | ||
GUARANTEES OF DEBT SECURITIES | ||
SUBSCRIPTION RIGHTS | ||
WARRANTS |
• | shares of its common stock, par value $.15 per share; |
• | shares of its preferred stock, par value $1.00 per share; |
• | senior or subordinated debt securities; |
• | subscription rights to purchase its common stock, preferred stock or warrants; and |
• | warrants to purchase shares of Omnicom Group Inc. common stock or preferred stock. |
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advertising | investor relations | |
branding | marketing research | |
content marketing | media planning and buying | |
corporate social responsibility consulting | merchandising and point of sale | |
crisis communications | mobile marketing | |
custom publishing | multi-cultural marketing | |
data analytics | non-profit marketing | |
database management | organizational communications | |
digital/direct marketing | package design | |
digital transformation | product placement | |
entertainment marketing | promotional marketing | |
experiential marketing | public affairs |
field marketing | public relations | |
financial/corporate business-to-business advertising | retail marketing | |
graphic arts/digital imaging | sales support | |
healthcare marketing and communications | search engine marketing | |
instore design | shopper marketing | |
interactive marketing | social media marketing | |
sports and event marketing |
• | Annual Report of Omnicom Group Inc. on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on February 11, 2020; |
• | Current Report of Omnicom Group Inc. on Form 8-K filed with the SEC on February 19, 2020; |
• | Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act describing Omnicom Group Inc.’s common stock, including any amendments or reports filed for the purpose of updating such description. |
437 Madison Avenue
New York, NY 10022
Attn: Corporate Secretary
(212) 415-3600
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 our Annual Report on Form 10-K for the year ended December 31, 2019. Except as required under applicable law, we do not assume any obligation to update these forward-looking statements.
• | the title and stated value of the preferred stock; |
• | the number of shares of the preferred stock offered, the liquidation preference per share and the purchase price of the preferred stock; |
• | the dividend rate, period and/or payment date or method of calculation thereof applicable to the preferred stock; |
• | whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate; |
• | the provisions for a sinking fund, if any, for the preferred stock; |
• | the provisions for redemption, if applicable, of the preferred stock; |
• | the terms and conditions, if applicable, upon which the preferred stock will be convertible into or exchangeable for other types of securities, including the conversion price (or a manner of calculation thereof) and conversion period; |
• | voting rights, if any, of the preferred stock; |
• | whether interests in the preferred stock will be represented by depositary shares; and |
• | any other specific terms, preferences, rights, limitations or restrictions of the preferred stock. |
• | as otherwise stated in the prospectus supplement; |
• | as otherwise stated in the certificate of designation establishing such series; or |
• | as required by applicable law. |
• | may rank equally with other unsubordinated debt or may be subordinated to other debt the Issuer has or may incur; |
• | may be issued in one or more series with the same or various maturities; |
• | may be issued at a price of 100% of their principal amount or at a premium or discount; and |
• | may be represented by one or more global notes registered in the name of a designated depository’s nominee, and if so, beneficial interests in the global note will be shown on and transfers will be made only through records maintained by the designated depository and its participants. |
• | the title of the debt securities; |
• | ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; |
• | whether the debt securities will be senior or subordinated debt; |
• | if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; |
• | the percentage of the principal amount at which the debt securities will be sold and, if applicable, the method of determining the price; |
• | any limit on the aggregate principal amount of the debt securities; |
• | the maturity date or dates; |
• | the interest rate; |
• | the manner in which the amounts of payment of principal of or interest, if any, on the securities of the series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; |
• | the date or dates from which any interest will accrue, or how such date or dates will be determined, and the interest payment date or dates and any related record dates; |
• | the location where payments on the debt securities will be made; |
• | the terms and conditions on which the debt securities may be redeemed at the option of the Issuer; |
• | the terms and conditions on which the debt securities may be repurchased by the Issuer at the option of the holders thereof; |
• | any obligation of the Issuer to redeem, purchase or repay the debt securities pursuant to sinking fund provisions; |
• | any obligation of the Issuer to redeem, purchase or repay the debt securities at the option of a holder upon the happening of any event and the terms and conditions of redemption, purchase or repayment; |
• | if other than denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which debt securities may be issued; |
• | whether the debt securities will be issuable as global securities; |
• | if other than the principal amount, the portion of the principal amount of the debt securities payable if the maturity is accelerated; |
• | the provisions relating to any security provided for the debt securities; |
• | any events of default not described in “Events of Default” below; |
• | the terms and conditions on which the debt securities may be exchanged or converted into common stock or preferred stock of Omnicom Group Inc.; |
• | the form and terms of any guarantee of or security for the debt securities; |
• | any depositories, interest rate calculation agents or other agents; |
• | any material provisions of the indenture described in this prospectus that do not apply to the debt securities; and |
• | any other terms of the debt securities not inconsistent with the provisions of the applicable indenture. |
• | either (a) the Issuer is the successor person or (b) the successor person is an entity organized under the laws of the United States; |
• | the successor person expressly assumes the Issuer’s obligations with respect to the debt securities and the indenture; |
• | immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and |
• | the Issuer or the successor person has delivered to the trustee the certificates and opinions required under the indenture. |
• | to cure any ambiguity, defect or inconsistency; |
• | to comply with the indenture’s provisions regarding successor corporations; |
• | to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); |
• | to provide for global securities in addition to or in place of certificated debt securities; |
• | to add to, change or eliminate any of the provisions of the indenture with respect to any series of debt securities; although no such addition, change or elimination may apply to any series of debt security created prior to the execution of such amendment and entitled to the benefit of such provision, nor may any such amendment modify the rights of a holder of any such debt security with respect to such provision, unless the amendment becomes effective only when there is no outstanding debt security of any series created prior to such amendment and entitled to the benefit of such provision; |
• | in the case of subordinated debt securities, to make any change in the provisions of the indenture relating to subordination that would limit or terminate the benefits available to any holder of senior indebtedness under such provisions (but only if each such holder of senior indebtedness consents to such change); |
• | to make any change that does not materially adversely affect in any material respect the legal rights of any holder; or |
• | to establish additional series of debt securities as permitted by the indenture. |
• | reduce the percentage of securities whose holders need to consent to the modification; |
• | reduce the rate or change the time of payment of interest on the securities; |
• | reduce the principal amount of or the premium, if any, on the securities; |
• | change the fixed maturity of any of the securities; |
• | reduce the amount of, or postpone the date fixed for, the payment of any sinking fund; |
• | reduce the principal amount payable upon acceleration of the maturity of any securities issued originally at a discount; |
• | in the case of any subordinated debt security or coupons appertaining thereto, make any change in the provisions of the indenture relating to subordination that adversely affects the rights of any holder under such provisions; |
• | waive a default in the payment of the principal amount of, the premium, if any, or any interest on the securities; |
• | change the currency in which any of the securities are payable; |
• | impair the right to sue for the enforcement of any payment on or after the maturity of the securities; or |
• | waive a redemption payment with respect to the securities. |
• | failure to pay required interest on any debt security of such series for 30 days; |
• | failure to pay principal, other than a scheduled installment payment, or premium, if any, on any debt security of the series when due; |
• | failure to make any required deposit of any sinking fund payment when due; |
• | failure to perform for 60 days after notice any other covenant in the applicable indenture (other than a covenant included in the applicable indenture solely for the benefit of a series of debt securities other than such series); |
• | (A) the Issuer’s failure to make any payment by the end of any applicable grace period after maturity of its indebtedness, which term as used in the applicable indenture means obligations (other than nonrecourse obligations) of the Issuer for borrowed money or evidenced by bonds, debentures, notes or similar instruments in an amount (taken together with amounts in (B)) in excess of $100 million and continuance of such failure, or (B) the acceleration of its indebtedness in an amount (taken together with the amounts in (A)) in excess of $100 million because of a default with respect to such indebtedness without such indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled in case of (A) or (B) above, for a period of 30 days after written notice to the Issuer by the trustee or to the Issuer and the trustee by the holders of not less than 25% in aggregate principal amount of the notes then outstanding; however, if any such failure or acceleration referred to in (A) or (B) above shall cease or be cured or be waived, rescinded or annulled in accordance with the terms of the applicable debt security, then the event of default by reason thereof shall be deemed not to have occurred; |
• | certain events of bankruptcy or insolvency, whether voluntary or not; or |
• | any other event of default described in the prospectus supplement of such series of debt securities. |
• | will be deemed to have paid and satisfied its obligations on all outstanding debt securities of such series, which is known as “defeasance and discharge”; or |
• | will cease to be under any obligation, other than to pay when due the principal of, premium, if any, and interest on and any mandatory sinking fund payments in respect of such debt securities, relating to the debt securities of such series, which is known as “covenant defeasance.” |
• | may rank equally with other unsubordinated debt or may be subordinated to other debt the Issuer has or may incur; |
• | may be issued in one or more series with the same or various maturities; |
• | may be issued at a price of 100% of their principal amount or at a premium or discount; and |
• | may be represented by one or more global notes registered in the name of a designated depository’s nominee, and if so, beneficial interests in the global note will be shown on and transfers will be made only through records maintained by the designated depository and its participants. |
• | the title of the debt securities; |
• | ranking of the specific series of debt securities relative to other outstanding indebtedness, including subsidiaries’ debt; |
• | whether the debt securities will be senior or subordinated debt; |
• | if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date, that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness; |
• | the percentage of the principal amount at which the debt securities will be sold and, if applicable, the method of determining the price; |
• | any limit on the aggregate principal amount of the debt securities; |
• | the maturity date or dates; |
• | the interest rate; |
• | the manner in which the amounts of payment of principal of or interest, if any, on the securities of the series will be determined, if such amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index; |
• | the date or dates from which any interest will accrue, or how such date or dates will be determined, and the interest payment date or dates and any related record dates; |
• | the location where payments on the debt securities will be made; |
• | the terms and conditions on which the debt securities may be redeemed at the option of the Issuer; |
• | the terms and conditions on which the debt securities may be repurchased by the Issuer at the option of the holders thereof; |
• | any obligation of the Issuer to redeem, purchase or repay the debt securities pursuant to sinking fund provisions; |
• | any obligation of the Issuer to redeem, purchase or repay the debt securities at the option of a holder upon the happening of any event and the terms and conditions of redemption, purchase or repayment; |
• | if other than minimum denominations of $200,000 and multiples of $1,000 in excess thereof, the minimum denominations in which debt securities may be issued; |
• | whether the debt securities will be issuable as global securities; |
• | if other than the principal amount, the portion of the principal amount of the debt securities payable if the maturity is accelerated; |
• | the provisions relating to any security provided for the debt securities; |
• | any events of default not described in “Events of Default” below; |
• | the terms and conditions on which the debt securities may be exchanged or converted into common stock of Omnicom Group Inc.; |
• | the form and terms of the guarantee of the debt securities; |
• | any depositories, interest rate calculation agents or other agents; |
• | if the debt securities will be issued in the form of one or more book-entry securities, the name of the depository or its nominee and the circumstances under which the book-entry security may be transferred or exchanged to someone other than the depository or its nominee; |
• | any material provisions of the indenture described in this prospectus that do not apply to the debt securities; |
• | any listing on a securities exchange; |
• | the currency or currencies in which payment of the principal of, premium, if any, and interest on, the debt securities shall be payable; and |
• | any other terms of the debt securities not inconsistent with the provisions of the applicable indenture. |
• | if there is an amendment to, or change in, the laws, regulations, rulings or treaties of the United Kingdom, the United States or other jurisdiction in which Omnicom Finance Holdings or Omnicom Group Inc. or, in each case, any successor thereof (including a successor person formed by a consolidation with Omnicom Finance Holdings or Omnicom Group Inc., into which Omnicom Finance Holdings or Omnicom Group Inc. is merged, or that acquires or leases all or substantially all of the property and assets of Omnicom Finance Holdings or Omnicom Group Inc.) may be incorporated, organized, or otherwise resident for tax purposes, or engaged in business for tax purposes, as applicable, or any political subdivision thereof or therein having the power to tax, or any jurisdiction from or through which payment is made by or on behalf of Omnicom Finance Holdings or Omnicom Group Inc. (a “Taxing Jurisdiction”), or any change in the application or official interpretation of such laws, regulations, rulings or treaties, including any action taken by, or a change in published administrative practice of, a taxing authority or a holding by a court of competent jurisdiction, regardless of whether such action, change or holding is with respect to Omnicom Finance Holdings or Omnicom Group Inc.; |
• | as a result of such amendment or change, Omnicom Finance Holdings or Omnicom Group Inc. becomes, or there is a substantial probability that Omnicom Finance Holdings or Omnicom Group Inc. will become, obligated to pay Additional Amounts as defined below in “Payment of Additional Amounts,” on the next payment date with respect to the debt securities of such series (but, in the case of the guarantor, only if the payment giving rise to such requirement cannot be made by Omnicom Finance Holdings); |
• | the obligation to pay Additional Amounts cannot be avoided through Omnicom Finance Holdings’ or Omnicom Group Inc.’s commercially reasonable measures, including, for the avoidance of doubt, the appointment of a new paying agent, but not including substitution of the obligor of the debt securities; |
• | Omnicom Finance Holdings delivers to the trustee: |
• | a certificate of Omnicom Finance Holdings or Omnicom Group Inc., as the case may be, stating that the obligation to pay Additional Amounts cannot be avoided by Omnicom Finance Holdings or Omnicom Group Inc., as the case may be, taking commercially reasonable measures available to it; and |
• | a written opinion of independent tax counsel to Omnicom Finance Holdings or Omnicom Group Inc., as the case may be, of recognized standing to the effect that Omnicom Finance Holdings or Omnicom Group Inc., as the case may be, has, or there is a substantial probability that it will become obligated, to pay Additional Amounts as a result of a change, amendment, official interpretation or application described above; and |
• | following the delivery of the certificate and opinion described in the previous bullet point, Omnicom Finance Holdings provides notice of redemption not less than 30 days, but not more than 60 days, prior to the date of redemption. The notice of redemption cannot be given more than 60 days before the earliest date on which Omnicom Finance Holdings or Omnicom Group Inc. would otherwise be, or there is a substantial probability that it would otherwise be, required to pay Additional Amounts. |
• | any Taxes that are imposed or withheld solely because such holder (or the beneficial owner for whose benefit such holder holds such debt securities) or a fiduciary, settlor, beneficiary, member, shareholder or other equity owner of, or possessor of a power over, such holder (or beneficial owner) if such holder (or beneficial owner) is an estate, trust, partnership, limited liability company, corporation or other entity: |
• | is or was present or engaged in, or is or was treated as present or engaged in, a trade or business in the Taxing Jurisdiction or has or had a permanent establishment in the Taxing Jurisdiction (in each case, other than the mere fact of ownership of such debt securities, without another presence or business in such Taxing Jurisdiction); |
• | has or had any present or former connection (other than the mere fact of ownership of such debt securities) with the Taxing Jurisdiction imposing such Taxes, including being or having been a national citizen or resident thereof, being treated as being or having been a resident thereof or being or having been physically present therein; |
• | (in relation to payments by the guarantor only) is or was a personal holding company, a passive foreign investment company, a controlled foreign corporation, a foreign private foundation or other foreign tax exempt organization or corporation that has accumulated earnings to avoid United States federal income tax; or |
• | (in relation to payments by the guarantor only) actually or constructively owns or owned 10% or more of the total combined voting power of all classes of stock of Omnicom Group Inc. within the meaning of Section 871(h)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); |
• | Taxes imposed on any holder that is not the sole beneficial owner of the debt securities, or a portion thereof, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner, or member received directly its beneficial or distributive share of the payment; |
• | any estate, inheritance, gift, sales, transfer, excise, personal property or similar Taxes imposed with respect to the debt securities, except as otherwise provided in the indenture; |
• | any Taxes imposed solely as a result of the presentation of such debt securities (where presentation is required) for payment on a date more than 30 days after the date on which such payment became due and payable or the date on which payment thereof is duly provided for, whichever is later, except to the extent that the beneficiary or holder thereof would have been entitled to the payment of Additional Amounts had the debt securities been presented for payment on any date during such 30-day period; |
• | any Taxes imposed or withheld solely as a result of the failure of such holder or any other person to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, or identity of such holder or connection with any Taxing Jurisdiction by such holder, if such compliance is required by statute, regulation, ruling or administrative practice of the relevant Taxing Jurisdiction or by any applicable tax treaty to which the relevant Taxing Jurisdiction is a party as a precondition to relief or exemption from such Taxes; |
• | any Taxes that are payable by any method other than withholding or deduction by Omnicom Finance Holdings or Omnicom Group Inc. or any paying agent from payments in respect of such debt securities; |
• | any Taxes required to be withheld by any paying agent from any payment in respect of any debt securities if such payment can be made without such withholding by at least one other paying agent; |
• | any withholding or deduction required pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, any intergovernmental agreement, or any law, rule, guidance or administrative practice implementing an intergovernmental agreement entered into in connection with such sections of the Code; or |
• | any combination of the above conditions. |
• | will make such withholding or deduction of Taxes; |
• | will remit the full amount of Taxes so deducted or withheld to the relevant Taxing Jurisdiction in accordance with all applicable laws; |
• | will use its commercially reasonable efforts to obtain from each Taxing Jurisdiction imposing such Taxes certified copies of tax receipts evidencing the payment of any Taxes so deducted or withheld; and |
• | upon request, will make available to the holders of the debt securities, within 90 days after the date the payment of any Taxes so deducted or withheld is due pursuant to applicable law, certified copies of tax receipts evidencing such payment by Omnicom Finance Holdings or Omnicom Group Inc. or if, notwithstanding Omnicom Finance Holdings’ or Omnicom Group Inc.’s efforts to obtain such receipts, the same are not obtainable, other evidence of such payments. |
• | either (a) the Issuer or Omnicom Group Inc., as applicable, is the successor person or (b) the successor person is an entity organized under the laws of (i) in the case of the Issuer, the United Kingdom, any member country of the European Union or the United States or (ii) in the case of Omnicom Group Inc., the United States; |
• | the successor person expressly assumes (a) in the case of the Issuer, the Issuer’s obligations with respect to the debt securities and the indenture or (b) in the case of Omnicom Group Inc., Omnicom Group Inc.’s obligations with respect to its guarantee of the debt securities and the indenture; |
• | immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time or both, would become an event of default, shall have occurred and be continuing; and |
• | the Issuer or Omnicom Group Inc., as applicable, or the successor person has delivered to the trustee the certificates and opinions required under the indenture. |
• | to cure any ambiguity, defect or inconsistency; |
• | to comply with the indenture’s provisions regarding successor corporations; |
• | to comply with any requirements of the SEC in connection with the qualification of the indenture under the Trust Indenture Act; |
• | to provide for global securities in addition to or in place of certificated debt securities; |
• | to add to, change or eliminate any of the provisions of the indenture with respect to any series of debt securities; although no such addition, change or elimination may apply to any series of debt security created prior to the execution of such amendment and entitled to the benefit of such provision, nor may any such amendment modify the rights of a holder of any such debt security with respect to such provision, unless the amendment becomes effective only when there is no outstanding debt security of any series created prior to such amendment and entitled to the benefit of such provision; |
• | in the case of subordinated debt securities, to make any change in the provisions of the indenture relating to subordination that would limit or terminate the benefits available to any holder of senior indebtedness under such provisions (but only if each such holder of senior indebtedness consents to such change); |
• | to secure the debt securities of any series or any guarantee thereof; |
• | to add an additional guarantor of any series of debt securities; |
• | to add to the Issuer’s or the guarantor’s covenants or obligations under the indenture for the protection of the holders of the debt securities or surrender any right, power or option conferred by the indenture on the Issuer or the guarantor of the debt securities; |
• | to make any change that does not materially adversely affect in any material respect the legal rights of any holder; or |
• | to establish additional series of debt securities as permitted by the indenture. |
• | reduce the percentage of securities whose holders need to consent to the modification; |
• | reduce the rate or change the time of payment of interest on the securities; |
• | reduce the principal amount of or the premium, if any, on the securities; |
• | change the fixed maturity of any of the securities; |
• | reduce the amount of, or postpone the date fixed for, the payment of any sinking fund; |
• | reduce the principal amount payable upon acceleration of the maturity of any securities issued originally at a discount; |
• | in the case of any subordinated debt security or coupons appertaining thereto, make any change in the provisions of the indenture relating to subordination that adversely affects the rights of any holder under such provisions; |
• | waive a default in the payment of the principal amount of, the premium, if any, or any interest on the securities; |
• | change the currency in which any of the securities are payable; |
• | impair the right to sue for the enforcement of any payment on or after the maturity of the securities; |
• | release Omnicom Group Inc. from its obligations in respect of the guarantee of any series of debt securities or modify Omnicom Group Inc.’s obligations thereunder other than in accordance with the provisions of the indenture; or |
• | waive a redemption payment with respect to the securities. |
• | failure to pay required interest on any debt security of such series for 30 days; |
• | failure to pay principal, other than a scheduled installment payment, or premium, if any, on any debt security of the series when due; |
• | failure to make any required deposit of any sinking fund payment when due; |
• | failure to perform for 60 days after notice any other covenant in the applicable indenture (other than a covenant included in the applicable indenture solely for the benefit of a series of debt securities other than such series); |
• | (A) the Issuer’s or Omnicom Group Inc.’s failure to make any payment by the end of any applicable grace period after maturity of their respective indebtedness, which term as used in this clause means obligations (other than nonrecourse obligations) of the Issuer or Omnicom Group Inc., as applicable, for borrowed money or evidenced by bonds, debentures, notes or similar instruments in an amount (taken together with amounts in (B)) in excess of $100 million and continuance of such failure, or (B) the acceleration of their respective indebtedness in an amount (taken together with the amounts in (A)) in excess of $100 million because of a default with respect to such indebtedness without such indebtedness having been discharged or such acceleration having been cured, waived, rescinded or annulled in case of (A) or (B) above, for a period of 30 days after written notice to the Issuer and Omnicom Group Inc. by the trustee or to the Issuer, Omnicom Group Inc. and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series; however, if any such failure or acceleration referred to in (A) or (B) above shall cease or be cured or be waived, rescinded or annulled in accordance with the terms of the applicable indebtedness, then the event of default by reason thereof shall be deemed not to have occurred; |
• | Omnicom Group Inc.’s guarantee applicable to the debt securities of that series ceases to be in full force and effect or is declared null and void or Omnicom Group Inc. denies that it has any further liability under its guarantee of such debt securities to the holders of debt securities of that series, or has given notice to such effect (other than by reason of the release of such guarantee in accordance with the indenture), and such condition shall have continued for a period of 30 days after written notice has been given to the Issuer and Omnicom Group Inc. by the trustee or to the Issuer, Omnicom Group Inc. and the trustee by the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series; |
• | certain events of bankruptcy or insolvency, whether voluntary or not; or |
• | any other event of default described in the prospectus supplement of such series of debt securities. |
• | will be deemed to have paid and satisfied their obligations on all outstanding debt securities of such series, which is known as “defeasance and discharge”; or |
• | will cease to be under any obligation, other than to pay when due the principal of, premium, if any, and interest on and any mandatory sinking fund payments in respect of such debt securities, relating to the debt securities of such series, which is known as “covenant defeasance.” |
• | the title of such subscription rights; |
• | the securities for which such subscription rights are exercisable; |
• | the exercise price for such subscription rights; |
• | the number of such subscription rights issued to each stockholder; |
• | the extent to which such subscription rights are transferable; |
• | if applicable, a discussion of the material United States federal income tax considerations applicable to the issuance or exercise of such subscription rights; |
• | the date on which the right to exercise such subscription rights shall commence, and the date on which such rights shall expire (subject to any extension); |
• | the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed securities; |
• | if applicable, the material terms of any standby underwriting or other purchase arrangement that we may enter into in connection with the subscription rights offering; and |
• | any other terms of such subscription rights, including terms, procedures and limitations relating to the exchange and exercise of such subscription rights. |
• | the title of the warrants; |
• | the securities for which the warrants are exercisable; |
• | the price or prices at which the warrants will be issued; |
• | the number of warrants issued with each share of common stock or preferred stock; |
• | any provisions for adjustment of the number or amount of shares of common stock or preferred stock receivable upon exercise of the warrants or the exercise price of the warrants; |
• | if applicable, the date on and after which the warrants and the related common stock or preferred stock will be separately transferable; |
• | the date on which the right to exercise the warrants shall commence, and the date on which the right shall expire; |
• | the maximum or minimum number of warrants which may be exercised at any time; |
• | if applicable, a discussion of the material United States federal income tax considerations applicable to the exercise of the warrants; and |
• | any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants. |