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): August 15, 2011
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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
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(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 8.01 Other Events.
On August 15, 2011, the Interpublic Group of Companies, Inc. (“Interpublic” or “IPG”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing that the company has reached an agreement to sell approximately half of its holdings in Facebook, Inc. for net cash proceeds of $133 million in a privately negotiated transaction. Upon closing of the sale, IPG expects to record a pre-tax gain of $132 million. The gain will be recorded in other income on the company’s income statement.
Interpublic also announced that its Board of Directors has authorized an increase in its existing share repurchase program from $300 million to $450 million. Repurchases under the program may be effected through open market purchases, trading plans established in accordance with SEC rules, derivative transactions or other means. The timing and amount of repurchases under the authorization will depend on market conditions and the company's other funding requirements. The share repurchase program has no expiration date.
Item 9.01 Financial Statements and Exhibits.
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(c)
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Exhibits
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Exhibit 99.1
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Press Release dated August 15, 2011 (filed pursuant to Item 8.01)
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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. | ||
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Date: August 15, 2011
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By:
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/s/ Nicholas J. Camera |
| Nicholas J. Camera Senior Vice President, General Counsel and Secretary |
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FOR IMMEDIATE RELEASE
Interpublic Agrees to Sell Portion of its Investment in Facebook and Increases
Share Repurchase Program
New York, NY – August 15, 2011 – Interpublic Group (NYSE: IPG) today announced that the company has reached an agreement to sell approximately half of its holdings in Facebook, Inc. for net cash proceeds of $133 million in a privately negotiated transaction. Upon closing of the sale, the company expects to record a pre-tax gain of $132 million.
Interpublic also announced that its Board of Directors has authorized an increase in its existing share repurchase program from $300 million to $450 million. Through August 12, 2011, the company has repurchased a total of $187.6 million of its common stock, including fees, or approximately 16.8 million shares under the program. The share repurchase program has no expiration date.
“Interpublic formed a strategic relationship with Facebook in 2006 that allowed us to fast-track the growth of our social media offerings on behalf of clients," said Michael I. Roth, Interpublic's Chairman and CEO. "Facebook has since become a part of daily life for hundreds of millions of people around the world. Its ubiquity has meant the strategic value of our initial investment has moderated, while the financial value of that stake appreciated significantly. As a result, when an attractive opportunity to divest a portion of our position recently presented itself, we decided that it made sense to do so. Today, we've agreed to sell half of our stake for approximately $130 million. Simultaneously, our board has authorized an increase in our share repurchase program by $150 million. We see this as an opportunity to further enhance shareholder value, and reflects our confidence in the long-term prospects for our company.”
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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, HUGE, Initiative, Jack Morton Worldwide, Lowe and Partners, MAGNAGLOBAL, McCann Erickson, Momentum, MRM Worldwide, Octagon, R/GA, UM and Weber Shandwick. Leading domestic brands include Campbell Ewald; Campbell Mithun; Carmichael Lynch; Deutsch, a Lowe and Partners Company; Gotham Inc.; Hill Holliday; ID Media; Mullen and The Martin Agency. For more information, please visit www.interpublic.com.
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Contact Information
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Tom Cunningham
(Press)
(212) 704-1326
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Jerry Leshne
(Analysts, Investors)
(212) 704-1439
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Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax