UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_______________________
FORM
8-K
_______________________
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): January 22, 2010
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The Interpublic Group of Companies,
Inc.
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(Exact Name of Registrant as Specified in
Charter)
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Delaware
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1-6686
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13-1024020
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(State or Other Jurisdiction
of Incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) |
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1114 Avenue of the Americas, New York, New
York
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10036
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(Address of Principal Executive
Offices)
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(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:
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement
On
January 22, 2010, The Interpublic Group of Companies, Inc. (“IPG”) entered into
Amendment No. 3 (the “Amendment”) to the 3-Year Credit Agreement dated as of
July 18, 2008 (the “Credit Agreement”) among IPG, Citibank, N.A. as
administrative agent, and the banks, financial institutions and other
institutional lenders parties thereto as lenders. A copy of the
Amendment is attached hereto as Exhibit 10.1 and is hereby incorporated into
this report by reference to this exhibit. The summary below is
qualified in its entirety by reference to the full terms of the
Amendment. The Amendment modifies certain of the financial covenants
as follows:
Leverage
ratio. The Credit Agreement previously required a leverage
ratio no greater than 3.25x for the remaining term of the Credit
Agreement. The Amendment raises the maximum leverage ratio to 3.75x
for the four-quarter periods ended December 31, 2009 and March 31, 2010,
respectively, and to 3.50x for the four-quarter period ended June 30,
2010.
Minimum
EBITDA. The Credit Agreement previously required a minimum
level of EBITDA of $550 million for each four-quarter period through the second
quarter of 2010, which increases to $600 million for each four-quarter period
ended September 30, 2010 and thereafter. The Amendment reduces the
minimum level to $520 million for each of the four-quarter periods ended
December 31, 2009 and March 31, 2010, respectively.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits
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10.1
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Amendment
No. 3 to the 3-Year Credit Agreement, dated as of January 22, 2010 (filed
pursuant to Item 1.01)
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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: January 25, 2010 |
By:
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/s/ Nicholas J. Camera |
| Nicholas J.
Camera Senior Vice President, General Counsel and Secretary |
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Exhibit
10.1
AMENDMENT
NO. 3 TO THE
3-YEAR
CREDIT AGREEMENT
Dated as of January 22,
2010
AMENDMENT NO. 3 TO THE 3-YEAR CREDIT
AGREEMENT (this “Amendment”) dated as
of January 22, 2010 among The Interpublic Group of Companies, Inc., a Delaware
corporation (the “Company”), the banks,
financial institutions and other institutional lenders parties to the Credit
Agreement referred to below (collectively, the “Lenders”) and
Citibank N.A., as administrative agent (the “Agent”) for the
Lenders.
PRELIMINARY STATEMENTS:
(1) The
Company, the Lenders and the Agent have entered into a 3-Year Credit Agreement
dated as of July 18, 2008 and amended as of May 13, 2009 and as of June 5, 2009
(as so amended, the “Credit
Agreement”). Capitalized terms used in this Amendment and not
otherwise defined in this Amendment shall have the same meanings as specified in
the Credit Agreement.
(2) The
Company, the Required Lenders and the Agent have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION
1. Amendments to the Credit
Agreement. The Credit Agreement is, effective as of the date
set forth above and subject to the satisfaction of the conditions precedent set
forth in Section 2, hereby amended as follows:
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Section
5.03(b) is deleted in its entirety and replaced by the
following:
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“(b) Leverage
Ratio. Maintain, as of the end of the fiscal quarter ended
September 30, 2008 and as of the end of each fiscal quarter thereafter, a
Leverage Ratio of not greater than the ratio set forth opposite such fiscal
quarter below:
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Fiscal Quarter Ending
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Ratio
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September
30, 2008
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3.50
to 1
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December
31, 2008
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3.50
to 1
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March
31, 2009
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3.25
to 1
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June
30, 2009
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3.25
to 1
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September
30, 2009
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3.25
to 1
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December
31, 2009
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3.75
to 1
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March
31, 2010
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3.75
to 1
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June
30, 2010
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3.50
to 1
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September
30, 2010 and thereafter
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3.25
to 1
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1
| (b) |
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Section
5.03(c) is amended by adding the following proviso to the end
thereof:
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“; provided further that such
Consolidated EBITDA may as of the end of the fiscal quarters ended December 31,
2009 and March 31, 2010 be less than $550,000,000 but shall not be less than
$520,000,000.”
SECTION
2. Conditions of
Effectiveness. This Amendment shall become effective as of the
date first above written when, and only when, the Agent shall have received
counterparts of this Amendment executed by the Company and the Required Lenders
or, as to any of the Lenders, advice satisfactory to the Agent that such Lender
has executed this Amendment.
SECTION
3. Representations and
Warranties of the Company. The Company represents and warrants
as follows:
(a) The
Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Delaware, and has all corporate powers and all
material governmental licenses, authorizations, consents and approvals required
to carry on its business.
(b) The
execution, delivery and performance by the Company of this Amendment and the
Credit Agreement and each of the Notes, as amended hereby, are within the
Company’s corporate powers, have been duly authorized by all necessary corporate
action, and do not contravene, or constitute a default under, any provision of
applicable law or regulation or of the certificate of incorporation of the
Company or of any judgment, injunction, order, decree, material agreement or
other instrument binding upon the Company or result in the creation or
imposition of any Lien on any asset of the Company or any of its Consolidated
Subsidiaries.
(c) No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for the due execution, delivery and performance by the Company of this
Amendment or the Credit Agreement and the Notes, as amended hereby.
(d) This
Amendment has been duly executed and delivered by the Company. This
Amendment and each of the Credit Agreement and the Notes, as amended hereby, are
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
rights of creditors generally and subject to general principles of
equity.
(e) There is
no action, suit, investigation, litigation or proceeding pending against, or to
the knowledge of the Company, threatened against the Company or any of its
Consolidated Subsidiaries before any court or arbitrator or any governmental
body, agency or official in which there is a significant probability of an
adverse decision that (i) would have a
Material Adverse Effect or (ii) purports to affect the
legality, validity or enforceability of this Amendment, the Credit Agreement or
any Note or the consummation of the transactions contemplated
hereby.
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SECTION
4. Reference to and Effect on
the Credit Agreement and the Notes.
(a) On
and after the effectiveness of this Amendment, each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import
referring to the Credit Agreement, and each reference in the Notes to “the
Credit Agreement”, “thereunder,” “thereof” or words of like import referring to
the Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended by this Amendment.
(b) The
Credit Agreement and the Notes, as specifically amended by this Amendment, are
and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed.
(c) The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
any Lender or the Agent under the Credit Agreement, or constitute a waiver of
any provision of the Credit Agreement.
SECTION
5. Costs and
Expenses. The Company agrees to pay on demand all reasonable
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 9.04 of the Credit
Agreement.
SECTION
6. Execution in
Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of this
Amendment.
SECTION
7. Governing
Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York without giving effect to
conflicts of law provisions that might require the application of the laws of a
different jurisdiction.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, effective as of the date
first above written.
THE INTERPUBLIC GROUP OF COMPANIES,
INC.
By: /s/ Ellen
Johnson
Title: Senior Vice
President and Treasurer
CITIBANK, N.A.,
as Agent, as
Lender and as Issuing Bank
By: /s/ Shannon
Sweeney
Title: Vice
President
JPMORGAN CHASE BANK, N.A.
By: /s/ Michelle Cipriani
Title: Vice
President
HSBC BANK, USA, NATIONAL
ASSOCIATION
By: /s/ Thomas T.
Rogers
Title: Senior Vice
President
MORGAN STANLEY BANK
By: /s/ Ryan
Vetsch
Title: Authorized
Signatory
UBS LOAN FINANCE LLC
By: /s/ Irja
Otsa
Title: Associate
Director
By: /s/ Mary E. Evans
Title: Associate
Director
ING CAPITAL FINANCE
By: /s/ Bill
James
Title: Managing
Director
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