PROSPECTUS SUPPLEMENT
(To Prospectus dated July 29,
2016)
$2,000,000,000
THE INTERPUBLIC GROUP OF COMPANIES, INC.
$500,000,000 3.500% Senior Notes due 2020
$500,000,000 3.750% Senior Notes due 2021
$500,000,000 4.650% Senior Notes due 2028
$500,000,000 5.400% Senior Notes due 2048
We are offering
$500,000,000 aggregate principal amount of 3.500% senior notes due 2020 (the 2020 Notes), $500,000,000 aggregate principal amount of 3.750% senior notes due 2021 (the 2021 Notes), $500,000,000 aggregate principal amount of
4.650% senior notes due 2028 (the 2028 Notes) and $500,000,000 aggregate principal amount of 5.400% senior notes due 2048 (the 2048 Notes and, collectively with the 2020 Notes, the 2021 Notes and the 2028 Notes, the
Notes). Interest on each series of the Notes will be payable in cash semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2019.
The Notes will be our senior unsecured obligations and each series of the Notes will rank equally with any of our current and future senior
unsecured indebtedness. We may redeem each series of the Notes, at any time in whole or from time to time in part, at the applicable redemption prices described in this prospectus supplement. See Description of the Notes Optional
Redemption.
On July 2, 2018, we entered into a Membership Interest Purchase Agreement (the Purchase Agreement) with
Acxiom Corporation (Acxiom), LiveRamp, Inc., a wholly owned subsidiary of Acxiom (LiveRamp), and Acxiom Holdings, Inc. (Holdco), a newly formed wholly owned subsidiary of Acxiom, to acquire Acxioms Marketing
Solutions business (the AMS business) for $2.3 billion in cash, subject to customary closing adjustments (the AMS Acquisition). We plan to finance the AMS Acquisition with proceeds from this offering, together with
additional borrowings under our credit facilities as described herein. The closing of this offering is not contingent upon the closing of the AMS Acquisition, and the closing of the AMS Acquisition is not contingent upon the closing of this
offering. However, if the AMS Acquisition is terminated or does not close on or prior to June 30, 2019, we will redeem the 2020 Notes, the 2021 Notes and the 2028 Notes in the circumstances specified in the section entitled Description of the
Notes Special Mandatory Redemption in this prospectus supplement.
We do not currently intend to list any series of the Notes
on any national securities exchange or include any series of the Notes in any automated quotation system. Currently, there is no public market for any series of the Notes.
Investing in the Notes involves risks. See
Risk Factors
beginning on page S-18 of this prospectus
supplement and the periodic reports we file with the Securities and Exchange Commission (the SEC), which are incorporated by reference into this prospectus supplement.
Neither the SEC nor any state securities commission has approved or disapproved of the Notes or determined if this prospectus supplement or
the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Price to
Public (1)
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Underwriting
Discount
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Proceeds to
Company (before
expenses)
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Per 2020 Note
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99.807
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%
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0.350
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%
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99.457
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%
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Total for 2020 Notes
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$
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499,035,000
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$
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1,750,000
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$
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497,285,000
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Per 2021 Note
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99.931
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%
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0.400
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%
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99.531
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%
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Total for 2021 Notes
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$
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499,655,000
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$
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2,000,000
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$
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497,655,000
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Per 2028 Note
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99.666
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%
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0.650
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%
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99.016
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%
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Total for 2028 Notes
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$
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498,330,000
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$
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3,250,000
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$
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495,080,000
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Per 2048 Note
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99.439
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%
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0.875
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%
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98.564
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%
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Total for 2048 Notes
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$
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497,195,000
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$
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4,375,000
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$
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492,820,000
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(1)
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Plus accrued interest, if any, from September 21, 2018, if settlement occurs after that date.
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The underwriters expect to deliver the Notes on or about September 21, 2018, only in book-entry form through the
facilities of The Depository Trust Company for the accounts of its participants, including Euroclear S.A./ N.V. and Clearstream Banking,
société anonyme
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Joint Book-Running Managers
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Citigroup
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J.P. Morgan
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BofA Merrill Lynch
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Morgan Stanley
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Senior Co-Managers
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BBVA
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BNP PARIBAS
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HSBC
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ING
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Lloyds Securities
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MUFG
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Wells Fargo Securities
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Co-Managers
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Citizens Capital Markets
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PNC Capital Markets LLC
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US Bancorp
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Danske Markets
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Goldman Sachs & Co. LLC
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Loop Capital Markets
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Telsey Advisory Group
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The date of this Prospectus Supplement is September 18, 2018.