UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 8, 2009
The Interpublic Group of Companies, Inc. |
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(Exact Name of Registrant as Specified in Charter) |
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Delaware |
1-6686 |
13-1024020 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1114 Avenue of the Americas, New York, New York |
10036 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s telephone number, including area code: 212-704-1200 |
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(Former Name or Former Address, if Changed Since Last Report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On July 8, 2009, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing the results of the final settlement of its tender offers for (i) any and all of its 5.40% Notes due 2009, and (ii) up to $500 million in aggregate principal amount of its 7.25% Notes due 2011 and Floating Rate Notes due 2010 in a waterfall tender offer.
Item 901. Financial Statements and Exhibits.
Exhibit 99.1: Press release dated July 8, 2009 (filed pursuant to Item 8.01).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE INTERPUBLIC GROUP OF COMPANIES, INC. | ||
| Date: July 8, 2009 | By: |
/s/ Nicholas J. Camera |
| Nicholas J. Camera Senior Vice President, General Counsel and Secretary |
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Exhibit 99.1
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FOR IMMEDIATE RELEASE |
Interpublic Announces Completion of its Tender Offers
New York, NY – July 8, 2009 – The Interpublic Group of Companies, Inc. (NYSE: IPG) today announced the completion of its tender offers for (i) any and all of its 5.40% Notes due 2009 (CUSIP No. 460690AU4) (the “2009 Notes”), and (ii) up to $500 million in aggregate principal amount of its 7.25% Notes due 2011 (CUSIP No. 460690AR1) (the “2011 Notes”) and Floating Rate Notes due 2010 (CUSIP No. 460690BC3) (the “2010 Notes”) in a waterfall tender offer. The tender offers expired at midnight, New York City time, on July 6, 2009 (the “Expiration Date”).
On July 7, 2009, Interpublic made a payment in cash for all 2009 Notes and 2011 Notes tendered after 5 p.m. New York City time, on June 19, 2009 (the “Early Tender Date”) and prior to the Expiration Date, as well as all 2010 Notes accepted for purchase in the waterfall tender offer.
Between the Early Tender Date and the Expiration Date, Interpublic received tenders in respect of $25,000 aggregate principal amount of 2009 Notes and $45,000 aggregate principal amount of 2011 Notes, all of which have been accepted for purchase by Interpublic. The holders of the accepted 2009 Notes were entitled to receive consideration of $980 per $1,000 of principal amount tendered and the holders of the accepted 2011 Notes were entitled to receive consideration of $1,010 per $1,000 of principal amount tendered.
As previously announced, Interpublic has purchased for cash $213.9 million aggregate principal amount of the 2009 Notes and $463.7 million aggregate
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax
principal amount of the 2011 Notes, which were tendered on or before the Early Tender Date. In total, Interpublic received tenders of 85.6% of the outstanding 2009 Notes and 92.8% of the outstanding 2011 Notes.
Interpublic has also accepted for purchase $36.3 million aggregate principal amount of 2010 Notes. As per the terms of the waterfall tender offer, the amount of 2010 Notes to be purchased were prorated based on the aggregate principal amount of 2010 Notes tendered.
The holders of the accepted 2010 Notes were entitled to receive total consideration of $1,000 per $1,000 of principal amount accepted for purchase, which includes an early tender premium.
The cash payment due upon final settlement of the accepted 2009 Notes, 2011 Notes and 2010 Notes, including accrued and unpaid interest, was $36.5 million.
Morgan Stanley & Co. Incorporated and Citigroup Global Markets Inc. served as the dealer managers for the tender offers; Global Bondholder Services served as the information agent and the depositary.
This announcement does not constitute an offer to purchase or a solicitation of an offer to sell securities, nor shall there be any offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax
About Interpublic
Interpublic is one of the world's leading organizations of advertising agencies and marketing services companies. Major global brands include Draftfcb, FutureBrand, GolinHarris International, Initiative, Jack Morton Worldwide, Lowe Worldwide, Magna, McCann Erickson, Momentum, MRM Worldwide, Octagon, Universal McCann and Weber Shandwick. Leading domestic brands include Campbell-Ewald, Campbell Mithun, Carmichael Lynch, Deutsch, Hill Holliday, Mullen, The Martin Agency and R/GA. For more information, please visit www.interpublic.com.
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Contact Information
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Philippe Krakowsky (212) 704-1328 |
Jerry Leshne (Analysts, Investors) (212) 704-1439 |
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax