Core Viewpoint - Omnicom Group Inc. and The Interpublic Group of Companies, Inc. have initiated Exchange Offers and Consent Solicitations for existing IPG Notes, with significant participation from Eligible Holders leading to Majority Noteholder Consents for all series of Existing IPG Notes [1][2][5] Exchange Offers and Consent Solicitations - Omnicom received valid tenders from Eligible Holders sufficient to constitute Majority Noteholder Consent for each series of Existing IPG Notes by the Early Tender Date, with total tendered amounts reaching approximately $2,749.9 million, representing an average participation rate of 93.22% [1] - The Exchange Offers involve the exchange of existing IPG Notes for new Omnicom Notes and cash, with a total of up to $2,950 million in new senior notes to be issued by Omnicom [1][2] - The Proposed Amendments aim to eliminate certain covenants and events of default from the Existing IPG Indentures, which will take effect upon the settlement date of the Exchange Offers [2] Tender and Consent Process - Eligible Holders who tender their Existing IPG Notes by the Early Tender Date will receive $1,000 principal amount of New Omnicom Notes plus a $1.00 cash consent payment, while those who tender after this date will only receive the New Omnicom Notes without the consent payment [5][6] - The Expiration Date for the Exchange Offers is set for September 9, 2025, with the possibility of extension if the completion of the Merger is delayed [3][8] Settlement and Conditions - The settlement date for the Exchange Offers is expected to occur within two business days after the Expiration Date, contingent upon the completion of the Merger between Omnicom and IPG [2][8] - Omnicom retains the right to waive certain conditions related to the Exchange Offers, except for the completion of the Merger [2] Eligibility and Distribution - The Exchange Offers and Consent Solicitations are exclusively available to Eligible Holders, defined as qualified institutional buyers or non-U.S. persons outside the United States [9] - Information regarding the Exchange Offers will be distributed only to those who complete a letter of eligibility [9]

Core Viewpoint - Omnicom Group Inc. is initiating Exchange Offers for existing IPG Notes as part of its pending acquisition of The Interpublic Group of Companies, with a total principal amount of up to $2,950,000,000 in new senior notes being offered [1][4]. Group 1: Exchange Offers - Omnicom is offering to exchange various series of Existing IPG Notes, including 4.650% Notes due 2028, 4.750% Notes due 2030, 2.400% Notes due 2031, 5.375% Notes due 2033, 3.375% Notes due 2041, and 5.400% Notes due 2048 [1][3]. - The Exchange Offers are conditioned upon the completion of the Merger and the receipt of Majority Noteholder Consents [2][14]. Group 2: Consent Solicitations - In conjunction with the Exchange Offers, Omnicom is soliciting consents from Eligible Holders to amend the indentures governing the Existing IPG Notes, aiming to eliminate certain covenants and events of default [2][14]. - A Majority Noteholder Consent is required for the adoption of the Proposed Amendments to each Existing IPG Indenture [2]. Group 3: Financial Details - Eligible Holders who tender their Existing IPG Notes by the Early Tender Date will receive a Total Exchange Consideration that includes an Early Tender Payment and Consent Payment [6][11]. - The New Omnicom Notes will have identical interest rates and maturity dates as the Existing IPG Notes, and will be general unsecured senior obligations of Omnicom [9][19]. Group 4: Settlement and Conditions - The settlement date for the Exchange Offers is expected to occur within two business days after the Expiration Date, which may be extended if the Merger is not completed by then [8][14]. - The completion of the Merger is subject to regulatory approvals and customary closing conditions, and is not contingent upon the completion of the Exchange Offers [14].