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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): February 14, 2013
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The Interpublic Group of Companies, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-6686
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13-1024020
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(State or Other Jurisdiction
of Incorporation) |
(Commission File
Number) |
(IRS Employer
Identification No.) |
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1114 Avenue of the Americas, New York, New York
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 212-704-1200
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(Former Name or Former Address, if Changed Since Last Report)
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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 8.01. Other Events.
As previously announced, The Interpublic Group of Companies, Inc. (the “Company”), is exercising its option to redeem its 4.75% Convertible Notes due 2023 (the “Notes”) on March 15, 2013 (the “Redemption Date”).
Further to that prior announcement, the Company has now decided to pay accrued interest on the next interest payment date, March 15, 2013, to Holders of Notes as of the applicable record date, March 1, 2013, who elect to convert their Notes during the period between the record date and the Redemption Date.
On February 14, 2013, the Company issued a Supplemental Redemption Notice and a press release announcing its decision.
A copy of the Supplemental Redemption Notice is attached hereto as Exhibit 99.1 and incorporated by reference herein. 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.
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Exhibit 99.1:
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Supplemental Redemption Notice, dated February 14, 2013 (filed pursuant to Item 8.01).
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Exhibit 99.2:
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Press release, dated February 14, 2013 (filed pursuant to Item 8.01).
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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. | ||
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Date: February 14, 2013
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By:
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/s/ Andrew Bonzani |
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Name: Andrew Bonzani
Title: Senior Vice President, General Counsel and
Secretary |
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SUPPLEMENTAL REDEMPTION NOTICE
THE INTERPUBLIC GROUP OF COMPANIES, INC.
4.75% Notes due 2023
CUSIP Nos. 460690BD1 and 460690BE9
ISIN Nos. US460690BD13 and US460690BE95
The Interpublic Group of Companies, Inc. (the “Company”) hereby supplements the Notice of Redemption (the “Notice of Redemption”), dated as of February 13, 2013, with regard to the Company’s 4.75% Convertible Senior Notes due 2023 (the “Notes”) as follows:
Holders that convert their Notes into shares of the Company’s common stock after the regular record date of March 1, 2013 will receive a regular interest payment on March 15, 2013. Holders that convert their Notes at any time before the close of business on March 1, 2013 will not receive any accrued interest since the most recent Interest Payment Date on September 15, 2012.
Except as expressly supplemented by this Supplemental Redemption Notice, the Notice of Redemption shall continue in full force and effect.
The Interpublic Group of Companies, Inc.
By: The Bank of New York Mellon,
as Trustee
Dated: As of February 14, 2013
The CUSIP numbers have been assigned to this issue by organizations not affiliated with the Issuer or the Trustee and are included solely for the convenience of the noteholders. Neither the Issuer nor the Trustee shall be responsible for the selection or use of these CUSIP numbers, nor is any representation made as to the correctness of the same on the notes or as indicated in this Notice of Redemption.
FOR IMMEDIATE RELEASE
IPG Issues Statement With Respect to 4.75% Convertible Senior Notes
New York, NY – February 14, 2013 – The Interpublic Group of Companies (NYSE: IPG) is releasing this statement in connection with its announcement yesterday of its redemption of its 4.75% Convertible Senior Notes due 2023 to occur on March 15, 2013. In its previous notice, Interpublic stated that Holders of its 4.75% Senior Notes who elect to convert their Notes are not entitled to the payment of accrued interest. Interpublic is today announcing that, notwithstanding that statement, the Company has now decided to pay accrued interest on the next interest payment date, March 15, 2013, to Holders as of the record date who elect to convert their 4.75% Senior Notes during the period between the record date and the interest payment date.
The Company, after further careful review of the indenture provisions in question, continues to believe these provisions support its reading of the indenture concerning the payment of accrued interest. Nevertheless, in the interest of maintaining continued good relations with its noteholders, the Company will elect to pay accrued interest on March 15, 2013 to Holders as of the record date who choose to convert their 4.75% Senior Notes during the period between the record date and the interest payment date. Holders who elect to convert their Notes before the interest record date, March 1, 2013, will not receive accrued interest.
Interpublic Group 1114 Avenue of the Americas New York, NY 10036 212-704-1200 tel 212-704-1201 fax
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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, MAGNAGLOBAL, McCann, Momentum, MRM Worldwide, Octagon, R/GA, UM and Weber Shandwick. Leading domestic brands include Campbell Ewald; Campbell Mithun; Carmichael Lynch; Deutsch, a Lowe and Partners Company; 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