DESCRIPTION OF THE NOTES
The following description of the terms of the Notes offered in this prospectus supplement and referred to in the accompanying prospectus as
the debt securities supplements, and, to the extent inconsistent with, replaces, the description of the general terms and provisions of the debt securities set forth in the accompanying prospectus, which we urge you to read.
The Notes constitute a single series of debt securities and will be issued under the indenture, dated as of March 2, 2012 (the base indenture), between us and U.S. Bank Trust Company, National Association (as successor in interest
to U.S. Bank National Association), as trustee (the Trustee), as supplemented by a twelfth supplemental indenture, to be dated as of the date on which the Notes are originally issued (the supplemental indenture, and, together
with the base indenture, the indenture). The terms of the Notes include those stated in the indenture and those made part of such indenture by reference to the Trust Indenture Act of 1939, as amended.
The following description is only a summary of the material provisions of the Notes and the indenture and does not restate those agreements
in their entirety. We urge you to read the indenture because it, and not this description, defines your rights as holders of the Notes. The form of base indenture is filed as Exhibit 4.1 to our Current Report on Form
8-K filed with the SEC on March 2, 2012. The indenture is available to you without charge by writing to The Interpublic Group of Companies, Inc. at 909 Third Avenue, New York, New York 10022, Attention:
Secretary.
As used in this Description of the Notes, unless otherwise indicated, the words we,
our and us refer to The Interpublic Group of Companies, Inc. and not any of its subsidiaries. References to person or Person mean any individual, corporation, partnership, joint venture, association,
limited liability company, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.
General
The Notes will mature on June
15, 2033, unless redeemed in whole as described below under Optional Redemption. The Notes will accrue interest at the rate of 5.375% per annum. Interest on the Notes will be payable semi-annually in arrears on June 15 and
December 15, commencing December 15, 2023. We will make each interest payment to the holders of record of the Notes on the immediately preceding June 1 and December 1, respectively. Interest on the Notes will accrue from the date of original
issuance or, if interest has already been paid, from the date on which it was most recently paid.
If any interest payment date or the
maturity date of the Notes is not a business day, then payment of principal, premium, if any, and interest will be made on the next succeeding business day as if made on the date that payment otherwise was due and no interest will accrue on that
payment for the period from and after the interest payment date or maturity date to the date payment is made on such next succeeding business day. For this purpose, business day means any weekday that is not a day on which banking
institutions in The City of New York are authorized or obligated by law, regulation or executive order to close. Interest on the Notes will be calculated on the basis of a 360-day year comprised of twelve 30-day months.
The Notes will be initially issued in an aggregate principal amount of $300,000,000. We
may, without notice to or consent of the holders or beneficial owners of the Notes, issue in a separate offering additional notes having the same ranking, interest rate, maturity and other terms (except for the issue date and public offering price)
as the Notes. The Notes and any such additional notes will constitute a single series under the indenture. The Notes will be issued in denominations of $2,000 or integral multiples of $1,000 in excess thereof.
The Notes will be our senior unsecured obligations ranking equally with our current and future senior unsecured indebtedness. At
March 31, 2023, the Company had no secured obligations that would rank senior to the Notes. The Notes are not subject to any sinking fund. We do not intend to list the Notes on any securities
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