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): June 14, 2013
The Interpublic Group of Companies, Inc. | ||
(Exact Name of Registrant as Specified in Charter) | ||
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 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant's telephone number, including area code: 212-704-1200 | ||
(Former Name or Former Address, if Changed Since Last Report) | ||
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 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation.
On June 14, 2013, The Interpublic Group of Companies, Inc. (the “Company”), announced that it is exercising its option to redeem all of its 10.00% Senior Notes due 2017 (the “Notes”). Pursuant to Article 11 of the indenture dated as of November 12, 2004 (the “Base Indenture”) between the Company and SunTrust Bank (to the interests of which as indenture trustee U.S. Bank National Association has succeeded) (the “Trustee”), Section 2.03 of the Seventh Supplemental Indenture dated as of June 15, 2009 (the “Seventh Supplemental Indenture”, and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee, and Paragraphs 5 and 6 of the Notes, the Company issued a redemption notice announcing that it will redeem all of the Notes, of which an aggregate principal amount of $600,000,000 is outstanding. The redemption date is July 15, 2013. The redemption price will be equal to 105% of the principal amount of the Notes.
A copy of the notice announcing redemption of the Notes is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 8.01. Other Events.
On June 14, 2013, the Company issued a press release announcing the exercise of the Company's option to redeem all Notes. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1: Notice of Redemption, dated June 14, 2013 (filed pursuant to Item 2.04).
Exhibit 99.2: Press release, dated June 14, 2013 (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: : June 14, 2013 | By: | /s/ ANDREW BONZANI |
Andrew Bonzani Senior Vice President, General Counsel and Secretary | ||
EXHIBIT 99.1
NOTICE OF REDEMPTION
THE INTERPUBLIC GROUP OF COMPANIES, INC.
10.00% Senior Notes due 2017
CUSIP No. 460690BF6/ISIN No. US460690BF60
NOTICE IS HEREBY GIVEN, pursuant to Article 11 of the indenture dated as of November 12, 2004 (the “Base Indenture”) between The Interpublic Group of Companies, Inc. (the “Company”) and SunTrust Bank (to the interests of which as indenture trustee U.S. Bank National Association has succeeded) (the “Trustee”), Section 2.03(c) of the Seventh Supplemental Indenture dated as of June 15, 2009 (the “Seventh Supplemental Indenture”, and, together with the Base Indenture, the “Indenture”) between the Company and the Trustee, and Paragraphs 5 and 6 of the 10.00% Senior Notes due 2017 (the “Notes”), that the Company will redeem all of the outstanding Notes on July 15, 2013 (the “Redemption Date”) at a price (the “Redemption Price”) equal to 105% of the principal amount of the Notes. The principal amount of the Notes outstanding is $600,000,000.
On the Redemption Date, the Redemption Price will become due and payable. Interest on the Notes will cease to accrue on and after the Redemption Date, and unless the Company defaults in making payment of such Redemption Price, the only remaining right of the Holder will be to receive payment of the Redemption Price upon presentation and surrender to the Paying Agent of the Notes. Payment of the Redemption Price will be made upon presentation and surrender of the Notes in the following manner:
If by Mail: If by Hand or Overnight Mail:
U.S. Bank U.S. Bank
Corporate Trust Services Corporate Trust Services
P.O. Box 64111 60 Livingston Avenue
St. Paul, MN 55164-0111 1st Fl. - Bond Drop Window
St. Paul, MN 55107
The Interpublic Group of Companies, Inc. | ||
By: | U.S. Bank National Association | |
as Trustee | ||
as Trustee | ||
Dated: As of June 14, 2013 | ||
The CUSIP number has been assigned to this issue by organizations not affiliated with the Issuer or the Trustee and is included solely for the convenience of the noteholders. Neither the Issuer nor the Trustee shall be responsible for the selection or use of this CUSIP number, nor is any representation made as to the correctness or accuracy of the same on the notes or as indicated in this Notice of Redemption.
EXHIBIT 99.2
FOR IMMEDIATE RELEASE
Interpublic Exercises Option to Redeem 10.00% Senior Notes Due 2017
New York, NY - June 14, 2013 - The Interpublic Group of Companies, Inc. (NYSE: IPG) today announced that it is exercising its option to redeem all of its 10.00% Senior Notes due 2017 (the “Notes”) (CUSIP Number 460690BF6), of which an aggregate principal amount of $600.0 million is outstanding. The redemption date will be July 15, 2013. As had been announced previously, IPG plans to apply a portion of the proceeds of its debt issued in November 2012 towards the redemption price.
The redemption price will be equal to 105% of the principal amount of the Notes. Interest will cease to accrue on and after the redemption date.
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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, MAGNA GLOBAL, McCann, Momentum, MRM, Octagon, R/GA, UM and Weber Shandwick. Leading domestic brands include Campbell Ewald; Campbell Mithun; Carmichael Lynch; Deutsch; 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
Tom Cunningham
(Press)
(212) 704-1326
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