UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) : July 20, 2012
OMNICOM GROUP INC.
(Exact name of registrant as specified in its charter)
|
New York
(State or other jurisdiction
|
1-10551
(Commission
|
13-1514814
(IRS Employer
|
|
437 Madison Avenue, New York, NY ( Address of principal executive offices ) |
10022 (Zip Code) |
Registrant’s telephone number, including area code : (212) 415-3600
Not Applicable
( 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 ( see General Instruction A.2. below ):
| ¨ | 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 1.01 Entry into a Material Definitive Agreement .
On July 20, 2012, Omnicom Group Inc.’s (the “ Company ”) wholly-owned finance subsidiary Omnicom Finance Inc. (“ OFI ”) was merged with and into the Company. Pursuant to the merger, Omnicom has assumed OFI's obligations under the terms of the indentures governing the Company’s, OFI’s and Omnicom Capital Inc.’s (“ OCI ”) Zero Coupon Zero Yield Convertible Notes due 2032, Zero Coupon Zero Yield Convertible Notes due 2033, Zero Coupon Zero Yield Convertible Notes due 2038, 5.90% Notes due 2016, 6.25% Senior Notes due 2019, 4.45% Senior Notes due 2020 and 3.625% Senior Notes due 2022 (collectively, the “ Notes ”).
As a result of the merger, and to reflect the foregoing, the Company and OCI (collectively, the “ Issuers ”) have entered into (i) the sixth supplemental indenture (the “ 2032 Supplemental Indenture ”), dated as of July 20, 2012, by and among the Issuers and Deutsche Bank Trust Company Americas, as trustee (the “ Trustee ”), to the indenture, dated as of March 6, 2002 (as amended, supplemented or otherwise modified through the date hereof, the “ 2032 Indenture ”), (ii) the seventh supplemental indenture (the “ 2033/2038 Supplemental Indenture ”), dated as of July 20, 2012, by and among the Issuers and the Trustee, to the indenture, dated as of June 10, 2003 (as amended, supplemented or otherwise modified through the date hereof, the “ 2033/2038 Indenture ”), (iii) the second supplemental indenture (the “ 2016 Supplemental Indenture ”), dated as of July 20, 2012, by and among the Issuers and the Trustee, to the indenture, dated as of March 29, 2006 (as amended, supplemented or otherwise modified through the date hereof, the “ 2016 Indenture ”), and (iv) the fourth supplemental indenture (the “ 2019/2020/2022 Supplemental Indenture ” and, together with the 2032 Supplemental Indenture, the 2033/2038 Supplemental Indenture and the 2016 Supplemental Indenture, the “ Supplemental Indentures ”), dated as of July 20, 2012, by and among the Issuers and the Trustee, to the indenture, dated as of July 1, 2009 (the “ 2019/2020/2022 Indenture ” and, together with the 2032 Indenture, the 2033/2038 Indenture and the 2016 Indenture, the “ Indentures ”).
The description of the Supplemental Indentures is not complete and is qualified in its entirety by the full text of the Supplemental Indentures attached hereto as Exhibits 4.1, 4.2, 4.3 and 4.4.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
| 4.1 | Sixth Supplemental Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, to the Indenture, dated as of March 6, 2002, between Omnicom Group Inc. and JPMorgan Chase Bank, as trustee. |
| 4.2 | Seventh Supplemental Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, to the Indenture, dated as of June 10, 2003, between Omnicom Group Inc. and JPMorgan Chase Bank, as trustee. |
| 4.3 | Second Supplemental Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, to the Indenture, dated as of March 29, 2006, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee. |
| 4.4 | Fourth Supplemental Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, to the Indenture, dated as of July 1, 2009, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee. |
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 .
| Omnicom Group Inc. | ||
| By: | /s/ Philip J. Angelastro | |
| Name: | Philip J. Angelastro | |
| Title: | Senior Vice President Finance and Controller | |
Date: July 20, 2012
Index to Exhibits
| Exhibit Number | Description |
| 4.1 | Sixth Supplemental Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, to the Indenture, dated as of March 6, 2002, between Omnicom Group Inc. and JPMorgan Chase Bank, as trustee. |
| 4.2 | Seventh Supplemental Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, to the Indenture, dated as of June 10, 2003, between Omnicom Group Inc. and JPMorgan Chase Bank, as trustee. |
| 4.3 | Second Supplemental Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, to the Indenture, dated as of March 29, 2006, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee. |
| 4.4 | Fourth Supplemental Indenture, dated as of July 20, 2012, among Omnicom Group Inc., Omnicom Capital Inc. and Deutsche Bank Trust Company Americas, as trustee, to the Indenture, dated as of July 1, 2009, among Omnicom Group Inc., Omnicom Capital Inc., Omnicom Finance Inc. and Deutsche Bank Trust Company Americas, as trustee. |
Exhibit 4.1
SIXTH SUPPLEMENTAL INDENTURE
This SIXTH SUPPLEMENTAL INDENTURE (the “ Supplemental Indenture ”) dated as of July 20, 2012 among OMNICOM GROUP INC., a New York corporation (the “ Company ”), OMNICOM CAPITAL INC., a Connecticut corporation (“ OCI ” and, together with the Company, the “ Issuers ”), and Deutsche Bank Trust Company Americas , as trustee under the indenture referred to below (the “ Trustee ”).
W I T N E S S E T H:
WHEREAS, the Issuers, Omnicom Finance Inc., a Delaware corporation (“ OFI ”), and the Trustee have heretofore executed and delivered to the Trustee an Indenture, dated as of March 6, 2002, as amended by the First Supplemental Indenture, dated as of February 13, 2004 (the “ First Supplemental Indenture ”), the Second Supplemental Indenture, dated as of August 12, 2004, the Third Supplemental Indenture, dated as of November 4, 2004, the Fourth Supplemental Indenture, dated as of July 10, 2008 and the Fifth Supplemental Indenture, dated as of August 8, 2008 (as so amended, the “ Indenture ”), relating to the issuance of an aggregate principal amount of up to $900,000,000 of Zero Coupon Zero Yield Convertible Notes due 2032 (the “ Securities ”), all of which have been issued and $252,772,000 of which are outstanding on the date hereof;
WHEREAS, as permitted by the Indenture, including the provisions of Article V thereof, OFI has been merged with and into the Company;
WHEREAS, the Issuers desire to enter into this Supplemental Indenture pursuant to the Indenture to supplement the Indenture to evidence that the Company shall succeed to, and be substituted for, and may exercise every right and power of OFI;
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:
1. Definitions . All capitalized terms used but not defined herein shall have the meanings given to such terms set forth in the Indenture.
2. Merger; Discharge . The Company shall succeed to, and be substituted for, and may exercise every right and power of OFI, and consequently, OFI is hereby discharged and released from any obligations under the Indenture.
3. Separability Clause . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
4. Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this
Supplemental Indenture, then the terms and conditions of this Supplemental Indenture shall prevail. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Trust Indenture Acts Controls . If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (“ TIA ”), that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provisions of the TIA that may be so modified or excluded, the provisions of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
6. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW.
7. Trustee Makes No Representation . The statements herein, except the Trustee's certificates of authentication, are deemed to be those of the Company or OCI, as applicable, and not of the Trustee. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
8. Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.
9. Effect of Headings . The Section headings herein are for convenience only and shall not effect the construction thereof.
10. Notices . Any request, demand, authorization, notice, waiver, consent or communication to any of the parties shall be made as set forth in Section 12.02 of the Indenture.
11. Successors . All agreements of each of the Company and OCI in respect of this Supplemental Indenture shall bind its successor. All agreements of the Trustee in this indenture shall bind its successor.
IN WITNESS WHEREOF, this Supplemental Indenture has been duly executed by the Company, OCI and the Trustee as of the date first written above.
| Omnicom Group Inc. | ||
| By: | /s/ Randall J. Weisenburger | |
| Name: | Randall J. Weisenburger | |
| Title: |
Executive Vice President
|
|
| Omnicom CAPITAL Inc. | ||
| By: | /s/ Michael J. O’Brien | |
| Name: | Michael J. O’Brien | |
| Title: | Secretary | |
|
Deutsche
Bank Trust Company
Americas, as Trustee |
||
| By: | /s/ Christina Van Ryzin | |
| Name: | Christina Van Ryzin | |
| Title: | Vice President | |
| By: | /s/ Kisha A. Holder | |
| Name: | Kisha A. Holder | |
| Title: | Vice President | |
IN WITNESS WHEREOF, this Supplemental Indenture has been duly executed by the Company, as successor to Omnicom Finance Inc., as of the date first written above.
| Omnicom Group Inc. | ||
| By: | /s/ Randall J. Weisenburger | |
| Name: | Randall J. Weisenburger | |
| Title: |
Executive Vice President
|
|
SEVENTH SUPPLEMENTAL INDENTURE
This SEVENTH SUPPLEMENTAL INDENTURE (the “ Supplemental Indenture ”) dated as of July 20, 2012 among OMNICOM GROUP INC., a New York corporation (the “ Company ”), OMNICOM CAPITAL INC., a Connecticut corporation (“ OCI ” and, together with the Company, the “ Issuers ”), and Deutsche Bank Trust Company Americas, as trustee under the indenture referred to below (the “ Trustee ”).
W I T N E S S E T H:
WHEREAS, the Issuers, Omnicom Finance Inc., a Delaware corporation (“ OFI ”), and the Trustee have heretofore executed and delivered to the Trustee an Indenture, dated as of June 10, 2003, as amended by the First Supplemental Indenture, dated as of November 5, 2003 (the “ First Supplemental Indenture ”), the Second Supplemental Indenture, dated as of November 4, 2004, the Third Supplemental Indenture, dated as of November 10, 2004, the Fourth Supplemental Indenture, dated as of June 30, 2006, the Fifth Supplemental Indenture, dated as of June 8, 2010, and the Sixth Supplemental Indenture, dated as of June 21, 2010 (as so amended, the “ Indenture ”), relating to the issuance of an aggregate principal amount of $600,000,000 of Zero Coupon Zero Yield Convertible Notes due 2033 (the “ 2033 Securities ”), $84,000 of which are outstanding as 2033 Securities on the date hereof and $406,622,000 of which are outstanding as Zero Coupon Zero Yield Convertible Notes due 2038 (the “ 2038 Securities ” and, together with the 2033 Securities, the “ Securities ”) on the date hereof;
WHEREAS, as permitted by the Indenture, including the provisions of Article V thereof, OFI has been merged with and into the Company;
WHEREAS, the Issuers desire to enter into this Supplemental Indenture pursuant to the Indenture to supplement the Indenture to evidence that the Company shall succeed to, and be substituted for, and may exercise every right and power of OFI;
NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Securities as follows:
1. Definitions . All capitalized terms used but not defined herein shall have the meanings given to such terms set forth in the Indenture.
2. Merger; Discharge . The Company shall succeed to, and be substituted for, and may exercise every right and power of OFI, and consequently, OFI is hereby discharged and released from any obligations under the Indenture.
3. Separability Clause . In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
4. Ratification of Indenture; Supplemental Indenture Part of Indenture . Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof shall remain in full force and effect. In the event of a conflict between the terms and conditions of the Indenture and the terms and conditions of this Supplemental Indenture, then the terms and conditions of this Supplemental Indenture shall prevail. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
5. Trust Indenture Acts Controls . If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (“ TIA ”), that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provisions of the TIA that may be so modified or excluded, the provisions of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
6. Governing Law . THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW.
7. Trustee Makes No Representation . The statements herein, except the Trustee's certificates of authentication, are deemed to be those of the Company or OCI, as applicable, and not of the Trustee. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.
8. Multiple Originals . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture.
9. Effect of Headings . The Section headings herein are for convenience only and shall not effect the construction thereof.
10. Notices . Any request, demand, authorization, notice, waiver, consent or communication to any of the parties shall be made as set forth in Section 12.02 of the Indenture.
11. Successors . All agreements of each of the Company and OCI in respect of this Supplemental Indenture shall bind its successor. All agreements of the Trustee in this Indenture shall bind its successor.
IN WITNESS WHEREOF, this Supplemental Indenture has been duly executed by the Company, OCI and the Trustee as of the date first written above.
| Omnicom Group Inc. | ||
| By: | /s/ Randall J. Weisenburger | |
| Name: | Randall J. Weisenburger | |
| Title: |
Executive Vice President
and Chief Financial Officer |
|
| Omnicom CAPITAL Inc. | ||
| By: | /s/ Michael J. O’Brien | |
| Name: | Michael J. O’Brien | |
| Title: | Secretary | |
|
Deutsche
Bank Trust Company
Americas, as Trustee |
||
| By: | /s/ Christina Van Ryzin | |
| Name: | Christina Van Ryzin | |
| Title: | Vice President | |
| By: | /s/ Kisha A. Holder | |
| Name: | Kisha A. Holder | |
| Title: | Vice President | |
IN WITNESS WHEREOF, this Supplemental Indenture has been duly executed by the Company, as successor to Omnicom Finance Inc., as of the date first written above.
| Omnicom Group Inc. | ||
| By: | /s/ Randall J. Weisenburger | |
| Name: | Randall J. Weisenburger | |
| Title: |
Executive Vice President
and Chief Financial Officer |
|
OMNICOM GROUP INC.
OMNICOM CAPITAL INC.
as Issuers
SECOND SUPPLEMENTAL INDENTURE
Dated as of July 20, 2012
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Trustee
Senior Debt Securities
Second Supplemental Indenture dated as of July 20, 2012 (the “ Supplemental Indenture ”) among Omnicom Group Inc., a New York corporation (the “ Company ”), Omnicom Capital Inc., a Connecticut corporation (“ OCI ” and, together with the Company, collectively referred to as the “ Issuers ,” and each, individually, an “ Issuer ”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “ Trustee ”).
W I T N E S S E T H:
WHEREAS, the Issuers, Omnicom Finance Inc., a Delaware corporation (“ OFI ”), and the Trustee executed and delivered an indenture dated as of March 29, 2006 (the “ Indenture ”) to provide for the issuance by the Issuers and OFI from time to time of Securities to be issued in one or more series as provided in the Indenture;
WHEREAS, on March 29, 2006, the Issuers, OFI and the Trustee entered into the First Supplemental Indenture to the Indenture (the “ First Supplemental Indenture ”), pursuant to which the Issuers and OFI issued $1,000,000,000 aggregate principal amount of 5.90% Senior Notes due 2016;
WHEREAS, as permitted by the Indenture, including the provisions of Article V thereof, OFI has been merged with and into the Company;
WHEREAS, the Issuers desire to enter into this Supplemental Indenture pursuant to the Indenture to supplement the Indenture to evidence that the Company shall succeed to, and be substituted for, and may exercise every right and power of OFI; and
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, that, for and in consideration of the above premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:
ARTICLE ONE
DEFINITIONS
Section 1.1 Relation to Base Indenture .
This Supplemental Indenture constitutes an integral part of the Indenture. In the event of inconsistencies between the Indenture and this Supplemental Indenture, the terms hereof shall govern.
Section 1.2 Definitions .
All of the terms used in this Supplemental Indenture which are defined in the Indenture shall have the meanings specified in the Indenture, unless otherwise provided herein or unless the context otherwise requires.
| 1 |
ARTICLE TWO
MERGER; DISCHARGE
Section 2.1. Merger and Discharge .
The Company shall succeed to, and be substituted for, and may exercise every right and power of OFI, and consequently, OFI is hereby discharged and released from any obligations under the Indenture.
ARTICLE THREE
LIABILITY OF TRUSTEE
Section 3.1 Trustee Not Responsible for Recitals .
The Trustee shall not be responsible in any matter whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuers.
ARTICLE FOUR
MISCELLANEOUS
Section 4.1. Ratification and Effect .
Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.
Upon and after the execution of this Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof” or words of like import referring to the Indenture shall mean and be a reference to the Indenture as modified hereby.
Section 4.2 Governing Law .
THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
Section 4.3 Counterpart Originals .
This Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Section 4.4 Effect of Headings .
The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
| 2 |
Section 4.5. Severability .
In case any provision in this Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.6. Ratification of Indenture; Supplemental Indenture Part of Indenture .
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
Section 4.7. Trust Indenture Acts Controls .
If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the “ TIA ”), that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provisions of the TIA that may be so modified or excluded, the provisions of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
(Signatures on following page)
| 3 |
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
| Omnicom Group Inc. | ||
| By: | /s/ Randall J. Weisenburger | |
| Name: | Randall J. Weisenburger | |
| Title: |
Executive Vice President
and
Chief Financial Officer |
|
| Omnicom CAPITAL Inc. | ||
| By: | /s/ Eric Huttner | |
| Name: | Eric Huttner | |
| Title: | Executive Vice President | |
|
Omnicom
Group Inc.,
as successor to
Omnicom Finance Inc. |
||
| By: | /s/ Randall J. Weisenburger | |
| Name: | Randall J. Weisenburger | |
| Title: |
Executive Vice President and
Chief Financial Officer |
|
|
Deutsche
Bank Trust Company
Americas, as Trustee |
||
| By: | /s/ Christina Van Ryzin | |
| Name: | Christina Van Ryzin | |
| Title: | Vice President | |
| By: | /s/ Kisha A. Holder | |
| Name: | Kisha A. Holder | |
| Title: | Vice President | |
OMNICOM GROUP INC.
OMNICOM CAPITAL INC.
as Issuers
FOURTH SUPPLEMENTAL INDENTURE
Dated as of July 20, 2012
DEUTSCHE BANK TRUST COMPANY AMERICAS
as Trustee
Debt Securities
Fourth Supplemental Indenture dated as of July 20, 2012 (the “ Supplemental Indenture ”) among Omnicom Group Inc., a New York corporation (the “ Company ”), Omnicom Capital Inc., a Connecticut corporation (“ OCI ” and, together with the Company, collectively referred to as the “ Issuers ,” and each, individually, an “ Issuer ”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as Trustee (the “ Trustee ”).
W I T N E S S E T H:
WHEREAS, the Issuers, Omnicom Finance Inc., a Delaware corporation (“ OFI ”), and the Trustee executed and delivered an indenture dated as of July 1, 2009 (the “ Indenture ”) to provide for the issuance by the Issuers and OFI from time to time of Securities to be issued in one or more series as provided in the Indenture;
WHEREAS, on July 1, 2009, the Issuers, OFI and the Trustee entered into the First Supplemental Indenture to the Indenture (the “ First Supplemental Indenture ”), pursuant to which the Issuers and OFI issued $500,000,000 aggregate principal amount of 6.250% Senior Notes due 2019;
WHEREAS, on August 5, 2010, the Issuers, OFI and the Trustee entered into the Second Supplemental Indenture to the Indenture (the “ Second Supplemental Indenture ”), pursuant to which the Issuers and OFI issued $1,000,000,000 aggregate principal amount of 4.450% Senior Notes due 2020;
WHEREAS, on April 23, 2012, the Issuers, OFI and the Trustee entered into the Third Supplemental Indenture to the Indenture (the “ Third Supplemental Indenture ”), pursuant to which the Issuers and OFI issued $750,000,000 aggregate principal amount of 3.625% Senior Notes due 2022;
WHEREAS, as permitted by the Indenture, including the provisions of Article V thereof, OFI has been merged with and into the Company;
WHEREAS, the Issuers desire to enter into this Supplemental Indenture pursuant to the Indenture to supplement the Indenture to evidence that the Company shall succeed to, and be substituted for, and may exercise every right and power of OFI; and
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, that, for and in consideration of the above premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities, as follows:
ARTICLE ONE
DEFINITIONS
Section 1.1 Relation to Base Indenture .
| 1 |
This Supplemental Indenture constitutes an integral part of the Indenture. In the event of inconsistencies between the Indenture and this Supplemental Indenture, the terms hereof shall govern.
Section 1.2 Definitions .
All of the terms used in this Supplemental Indenture which are defined in the Indenture shall have the meanings specified in the Indenture, unless otherwise provided herein or unless the context otherwise requires.
ARTICLE TWO
MERGER; DISCHARGE
Section 2.1. Merger and Discharge .
The Company shall succeed to, and be substituted for, and may exercise every right and power of OFI, and consequently, OFI is hereby discharged and released from any obligations under the Indenture.
ARTICLE THREE
LIABILITY OF TRUSTEE
Section 3.1 Trustee Not Responsible for Recitals .
The Trustee shall not be responsible in any matter whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuers.
ARTICLE FOUR
MISCELLANEOUS
Section 4.1. Ratification and Effect .
Except as hereby expressly amended, the Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.
Upon and after the execution of this Supplemental Indenture, each reference in the Indenture to “this Indenture,” “hereunder,” “hereof” or words of like import referring to the Indenture shall mean and be a reference to the Indenture as modified hereby.
Section 4.2 Governing Law .
THIS SUPPLEMENTAL INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
| 2 |
AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
Section 4.3 Counterpart Originals .
This Supplemental Indenture may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Section 4.4 Effect of Headings .
The headings of the Articles and Sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms or provisions hereof.
Section 4.5. Severability .
In case any provision in this Supplemental Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.6. Ratification of Indenture; Supplemental Indenture Part of Indenture .
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby.
Section 4.7. Trust Indenture Acts Controls .
If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Trust Indenture Act of 1939, as amended (the “ TIA ”), that is required under the TIA to be part of and govern any provision of this Supplemental Indenture, the provision of the TIA shall control. If any provision of this Supplemental Indenture modifies or excludes any provisions of the TIA that may be so modified or excluded, the provisions of the TIA shall be deemed to apply to the Indenture as so modified or to be excluded by this Supplemental Indenture, as the case may be.
(Signatures on following page)
| 3 |
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first above written.
| Omnicom Group Inc. | ||
| By: | /s/ Randall J. Weisenburger | |
| Name: | Randall J. Weisenburger | |
| Title: |
Executive Vice President
and
Chief Financial Officer |
|
| Omnicom CAPITAL Inc. | ||
| By: | /s/ Eric Huttner | |
| Name: | Eric Huttner | |
| Title: | Executive Vice President | |
|
Omnicom
Group Inc.,
as successor to
Omnicom Finance Inc. |
||
| By: | /s/ Randall J. Weisenburger | |
| Name: | Randall J. Weisenburger | |
| Title: |
Executive Vice President
and Chief Financial Officer |
|
|
Deutsche
Bank Trust Company
Americas, as Trustee |
||
| By: | /s/ Christina Van Ryzin | |
| Name: | Christina Van Ryzin | |
| Title: | Vice President | |
| By: | /s/ Kisha A. Holder | |
| Name: | Kisha A. Holder | |
| Title: | Vice President | |