INTERPUBLIC ANNOUNCES SUCCESSFUL CONSENT SOLICITATION
New York, NY (March 31, 2005) – The Interpublic Group of Companies, Inc. (NYSE: IPG) (the “Company”) today announced that it had successfully obtained the requisite consents toamendments relating to each of the following series of debt securities (the “Securities”):
| | | | | | | | | | | Supplemental |
| Outstanding | | | | | | | | | | Indenture |
| Principal Amount | | Title of Securities | | CUSIP | | Indenture | | dated as of |
| |
| $250,000,000 | | 7.875% Senior Unsecured Notes due 2005 | | 460690AK6 | | 2000 Indenture | | N/A |
| |
| | | | | 460690AR1 | | | | | | |
| $500,000,000 | | 7.25% Senior Unsecured Notes due 2011 | | U46064AB4 | | 2000 Indenture | | August 22, 2001 |
| | | | | 460690AM2 | | | | | | |
| |
| | | | | 460690AT7 | | | | | | |
| $800,000,000 | | 4.50% Convertible Senior Notes due 2023 | | 460690AS9 | | 2000 Indenture | | March 13, 2003 |
| | | | | U46064AC2 | | | | | | |
| |
| $250,000,000 | | 5.40% Senior Unsecured Notes due 2009 | | 460690AU4 | | 2004 Indenture | | November 18, 2004 |
| |
| $350,000,000 | | 6.25% Senior Unsecured Notes due 2014 | | 460690AV2 | | 2004 Indenture | | November 18, 2004 |
The amendments provide, pursuant to the terms of the Company’s consent solicitation dated March 18, 2005, that failure to comply with certain reporting covenants will not constitute a default under the indentures. With respect to the 4.50% Convertible Senior Notes due 2023 (the“Convertible Notes”), the amendments further provide: (1) an extension from March 15, 2008 to September 15, 2009 of the date before which the Company may not redeem the Convertible Notes and (2) an additional “make-whole” adjustment to the conversion rate in the event of achange of control meeting specified conditions, which is an element of event risk protection that has become more common in the convertible bond market since the Convertible Notes were issued.
The Company further announced that a Supplemental Indenture with respect to the 4.50% Convertible Senior Notes due 2023 (the “Convertible Notes”) has been executed and that the Effective Time for that series was 1:00 p.m. on March 30, 2005. The Company had previously
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200tel212-704-1201fax
announced the execution of Supplemental Indentures with respect to each other series of Securities pursuant to the consent solicitation. Consents delivered to the Company by recordholders of Securities of all series are irrevocable unless the Company fails to pay such holders pursuant to the terms of the solicitation.
The expiration date for the consent solicitation for all series of Securities is 5:00 p.m., New York City time, on March 31, 2005, unless extended by the Company with respect to any series. Record holders may provide their consents to the Company at any time before the expiration date with respect to the series of Securities they hold.
The solicitation presents certain risks for holders who consent, as set forth more fully in theconsent solicitation statement, as supplemented, and related consent form. These documents contain important information, and holders should read them carefully before making any decision.
The Company has retained Citigroup Global Markets Inc., J.P. Morgan Securities Inc. and UBS Securities LLC to serve as solicitation agents for the solicitation, and Global Bondholder Services Corporation to serve as the information agent.
Copies of the solicitation statement, as supplemented, and related consent form may be obtained at no charge by contacting the information agent by telephone at (866) 470-3900 (toll-free) or (212) 430-3774, or in writing at 65 Broadway - Suite 704, New York, NY 10006.
Questions regarding the solicitation may be directed to: Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect), J.P. Morgan Securities Inc. at (800) 834-4666 (toll-free) or (212) 834-3424 (collect), and UBS Securities LLC at (888) 722-9555 ext. 4210 (toll-free) or (203) 719-4210 (collect).
This announcement is not a solicitation of consents with respect to any Securities. Thesolicitation is being made solely by the consent solicitation statement and related consent form. In any jurisdiction where the laws require solicitations to be made by a licensed broker ordealer, the solicitation will be deemed to be made on behalf of the Company by the solicitation agents, or one or more registered broker dealers under the laws of such jurisdiction
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200tel212-704-1201fax
Interpublic is one of the world's leading organizations of advertising agencies and marketing-services companies. Major global brands include Draft, Foote Cone & Belding Worldwide, GolinHarris International, Initiative, Jack Morton Worldwide, Lowe & Partners Worldwide, MAGNA Global, McCann Erickson, Octagon, Universal McCann and Weber Shandwick. Leading domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.
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| Contact Information | | | | |
| General Inquiries: | | Media, Analysts, Investors: | | Analysts, Investors: |
| Julie Tu | | Philippe Krakowsky | | Jerry Leshne |
| (212) 827- 3776 | | (212) 704- 1328 | | (212) 704- 1439 |
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Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200tel212-704-1201fax
This press release contains forward-looking statements. Our representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about management’s beliefs and expectations, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined under the heading “Risk Factors” in our 2003 Form 10-K and other SEC filings. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to, the following:
- our ability to attract new clients and retain existing clients;
- our ability to retain and attract key employees;
- risks associated with the effects of global, national and regional economic and politicalconditions, including with respect to fluctuations in interest rates and currency exchangerates;
- risks arising from material weaknesses in our internal control over financial reporting;
- potential adverse effects to our financial condition, results of operations or prospects as aresult of any required adjustments to prior period financial statements;
- risks associated with our inability to obtain certain waivers and amendments under oursyndicated credit agreements;
- our ability to satisfy certain reporting covenants under our indentures by September 30,2005;
- risks associated with our inability to obtain the requisite consents to amend theindentures;
- potential adverse effects if we are required to recognize additional impairment charges orother adverse accounting-related developments;
- risks associated with our inability to achieve lower costs and expenses as a result of ourrestructuring programs;
- potential adverse developments in connection with the ongoing SEC investigation;
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200tel212-704-1201fax
- potential downgrades in the credit ratings of our securities;
- developments from changes in the regulatory and legal environment for advertising andmarketing and communications services companies around the world; and
- the successful completion and integration of acquisitions which complement and expandour business capabilities.
Investors should carefully consider these factors and the additional risk factors outlined in more detail under the heading “Risk Factors” in our 2003 Form 10-K and other SEC filings.
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200tel212-704-1201fax
