Interpublic Group of Companies 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 8, 2006
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The Interpublic Group of Companies, Inc. (the Company) entered into the following agreements:
The disclosure under Item 2.03 of this report with respect to the entry into these agreements is incorporated by reference into this Item 1.01.
On December 8, 2006, the Company retired $250 million of its Floating Rate Notes due 2008 (the Old Notes) in connection with the exchange described in Item 2.03 of this report.
On December 8, 2006, the Company issued $250 million aggregate principal amount of the New Notes under the Indenture.
The New Notes were exchanged for the same aggregate principal amount of the Companys Old Notes with certain qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the Securities Act). The exchange was exempt from registration under Section 4(2) of the Securities Act.
For a comparison of the terms of the New Notes and the Old Notes, please refer to the press release announcing the receipt of tenders and acceptance for exchange of all the Old Notes, attached hereto as Exhibit 99.1 and incorporated by reference herein.
The New Notes will mature on November 15, 2010 and will bear interest at a floating rate. The interest rate on the New Notes will be a per annum rate equal to three-month LIBOR plus 200 basis points. The New Notes are subject to restrictions on transfer as a result of the private placement.
Under the Registration Rights Agreement, the Company has agreed to file a registration statement with the SEC to allow holders of the New Notes to exchange these notes for an equal principal amount of notes with substantially identical terms, except that the notes issued in this exchange will be registered under the Securities Act.
On December 8, 2006, the Company issued a press release, attached hereto as Exhibit 99.1 and incorporated by reference herein, announcing the receipt of tenders and acceptance for exchange of all the Old Notes.
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.
Nicholas J. Camera
Senior Vice President, General Counsel