| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 8, 2023, The Interpublic Group of Companies, Inc. (the “Company”) completed its offering and sale of $300 million aggregate principal amount of its 5.375% Senior Notes due 2033 (the “Notes”).
The Notes were issued under an indenture, dated as of March 2, 2012 (the “Base Indenture”), with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) as trustee (the “Trustee”), which is incorporated by reference as Exhibit 4.1 hereto, and a twelfth supplemental indenture (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), dated as of June 8, 2023, between the Company and the Trustee, which is filed as Exhibit 4.2 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 Notes mature on June 15, 2033, and bear interest at an annual rate of 5.375%. The Company will pay interest on the Notes semi-annually on June 15 and December 15 of each year, commencing December 15, 2023.
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 Indenture 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 Indenture 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.
On June 6, 2023, 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., J.P. Morgan Securities LLC 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.
