Interpublic Updates Consent Solicitation Status; Four of Five Bond Series Have Consented; Consent on Final Series Expected
NEW YORK--(BUSINESS WIRE)--March 30, 2005--The Interpublic Group of Companies, Inc. (NYSE: IPG) (the "Company") today announced further developments in its solicitation of consents to proposed amendments relating to the following series of debt securities (the "Securities"):
Supplemental Outstanding Indenture Principal Title of dated Amount Securities CUSIP Indenture as of ---------------------------------------------------------------------- $250,000,000 7.875% Senior 460690AK6 2000 N/A Unsecured Notes Indenture due 2005 $500,000,000 7.25% Senior 460690AR1 2000 August 22, Unsecured Notes U46064AB4 Indenture 2001 due 2011 460690AM2 $800,000,000 4.50% Convertible 460690AT7 2000 March 13, Senior Notes 460690AS9 Indenture 2003 due 2023 U46064AC2 $250,000,000 5.40% Senior 460690AU4 2004 November 18, Unsecured Notes Indenture 2004 due 2009 $350,000,000 6.25% Senior 460690AV2 2004 November 18, Unsecured Notes Indenture 2004 due 2014
The proposed 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.
The Company announced that a Supplemental Indenture with respect to the 5.40% Senior Unsecured Notes due 2009 has been executed and that the Effective Time for that Series was 9:00 p.m. on March 29, 2005. The Company had previously announced the execution of Supplemental Indentures with respect to the 7.875% Senior Unsecured Notes due 2005, 7.25% Senior Unsecured Notes due 2011 and 6.25% Senior Unsecured Notes due 2014. Consents delivered to the Company by record holders of Securities of these four series are irrevocable unless the Company fails to pay such holders pursuant to the terms of the solicitation. The Company's acceptance of consents for these series is, however, conditioned on receipt of the requisite consents for all series subject to the solicitation, subject to the Company's right to waive this condition.
Concerning the 4.50% Convertible Senior Notes due 2023 (the "Convertible Notes"), the Company announced that it is amending the terms of the consent solicitation and expects to receive additional consents sufficient to attain the requisite majority. Upon receipt of the requisite consents, the supplemental indenture for the Convertible Notes will include, in addition to the proposed amendments previously described: (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 a change 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 amendment is fully described in a supplement dated today to the consent solicitation dated March 18, 2005, copies of which are available from the Company or from the Solicitation Agents or the Information Agent for the Solicitation.
Finally, the Company also extended the expiration date for the consent solicitation, which was March 29, 2005, to 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 is subject to certain conditions and presents certain risks for holders who consent, as set forth more fully in the consent 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 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. The solicitation 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 or dealer, 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 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.
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 political conditions, including with respect to fluctuations in interest rates and currency exchange rates;
- 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 a result of any required adjustments to prior period financial statements;
- risks associated with our inability to obtain certain waivers and amendments under our syndicated 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 the indentures;
- potential adverse effects if we are required to recognize additional impairment charges or other adverse accounting-related developments;
- risks associated with our inability to achieve lower costs and expenses as a result of our restructuring programs;
- potential adverse developments in connection with the ongoing SEC investigation;
- potential downgrades in the credit ratings of our securities;
- developments from changes in the regulatory and legal environment for advertising and marketing and communications services companies around the world; and
- the successful completion and integration of acquisitions which complement and expand our 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.
CONTACT: Interpublic Group of Companies, Inc.
Julie Tu, 212-827-3776
Media, Analysts, Investors:
Philippe Krakowsky, 212-704-1328
Jerry Leshne, 212-704-1439
SOURCE: Interpublic Group of Companies, Inc.