Debt

9 Months Ended

Sep. 30, 2019

Credit Facilities

At September 30, 2019, our short-term liquidity sources include a $2.5 billion revolving Credit Facility expiring on July 31, 2021, uncommitted credit lines aggregating $1.3 billion and the ability to issue up to $2 billion of commercial paper.

There were no outstanding commercial paper issuances, borrowings under the Credit Facility or the uncommitted credit lines at September 30, 2019 and December 31, 2018. Available and unused credit lines were (in millions):



	September 30, 2019		December 31, 2018
Credit Facility	$	2,500.0	$	2,500.0
Uncommitted credit lines	1,266.4		1,231.6
Available and unused credit lines	$	3,766.4	$	3,731.6

The Credit Facility contains financial covenants that require us to maintain a Leverage Ratio of consolidated indebtedness to consolidated EBITDA of no more than 3 times for the most recently ended 12-month period (EBITDA is defined as earnings before interest, taxes, depreciation and amortization) and an Interest Coverage Ratio of consolidated EBITDA to interest expense of at least 5 times for the most recently ended 12-month period. At September 30, 2019 we were in compliance with these covenants as our Leverage Ratio was 2.2 times and our Interest Coverage Ratio was 9.6 times. The Credit Facility does not limit our ability to declare or pay dividends or repurchase our common stock.

Short-Term Debt

Short-term debt at September 30, 2019 and December 31, 2018 was $7.9 million and $8.1 million, respectively. Due to its short-term nature, the carrying value of the short-term debt approximates fair value.

In February 2019, Omnicom Finance Limited, or OFL, a wholly owned subsidiary of Omnicom, issued €520 million of short-term senior notes in a private placement to an investor outside the United States. The notes, which were non-interest bearing, matured on August 14, 2019 and were redeemed.

Long-Term Debt

Long-term debt was (in millions):



	September 30, 2019			December 31, 2018
6.25% Senior Notes due 2019	$	—		$	500.0
4.45% Senior Notes due 2020	600.0			1,000.0
3.625% Senior Notes due 2022	1,250.0			1,250.0
3.65% Senior Notes due 2024	750.0			750.0
3.60% Senior Notes due 2026	1,400.0			1,400.0
€500 Million 0.80% Senior Notes due 2027	547.6			—
€500 Million 1.40% Senior Notes due 2031	547.6			—
	5,095.2			4,900.0
Unamortized premium (discount), net	1.2			4.9
Unamortized debt issuance costs	(20.8		)	(16.4		)
Unamortized deferred gain from settlement of interest rate swaps	34.8			48.0
Fair value adjustment attributed to outstanding interest rate swaps	—			(52.8		)
	5,110.4			4,883.7
Current portion	(603.4		)	(499.6		)
Long-term debt	$	4,507.0		$	4,384.1

On July 15, 2019, our $500 million 6.25% Senior Notes due 2019, or 2019 Notes, matured and were retired. On July 8, 2019, Omnicom Finance Holdings plc, or OFHP, a U.K. based wholly owned subsidiary of Omnicom, issued €500 million 0.80% Senior Notes due July 8, 2027 and €500 million 1.40% Senior Notes due July 8, 2031, collectively the Euro Notes. The U.S. Dollar equivalent of the net proceeds from the issuance of the Euro Notes, after deducting the underwriting discount and offering expenses, was $1.1 billion. The net proceeds were used to retire the outstanding 2019 Notes at maturity, to redeem on, August 1, 2019, $400 million aggregate principal amount of our outstanding $1.0 billion 4.45% Senior Notes due 2020, or the 2020 Notes, and for general corporate purposes. In connection with the partial redemption of the 2020 Notes, we recorded a loss on extinguishment of $6.3 million in interest expense. At September 30, 2019, the remaining $600 million of the 2020 Notes were classified as current.

Omnicom and its wholly owned finance subsidiary, Omnicom Capital Inc., or OCI, are co-obligors under all our U.S. Dollar-denominated senior notes. The U.S. Dollar-denominated senior notes are a joint and several liability of Omnicom and OCI, and Omnicom unconditionally guarantees OCI’s obligations with respect to the senior notes. OCI provides funding for our operations by incurring debt and lending the proceeds to our operating subsidiaries. OCI’s assets primarily consist of cash and cash equivalents and intercompany loans made to our operating subsidiaries, and the related interest receivable. There are no restrictions on the ability of OCI or Omnicom to obtain funds from our subsidiaries through dividends, loans or advances. The senior notes are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness.

Omnicom and OCI have, jointly and severally, fully and unconditionally guaranteed OFHP’s obligations with respect to the Euro Notes. OFHP’s assets consist of its investments in several wholly owned finance companies that function as treasury centers, which provide funding for various operating companies in Europe, Brazil, Australia and other countries in the Asia-Pacific region. The finance companies’ assets consist of cash and cash equivalents and intercompany loans that they make or have made to the operating companies in their respective regions and the related interest receivable. There are no restrictions on the ability of Omnicom, OCI or OFHP to obtain funds from their subsidiaries through dividends, loans or advances. The Euro Notes and the related guarantees are senior unsecured obligations that rank equal in right of payment with all existing and future unsecured senior indebtedness of OFHP and each of Omnicom and OCI, respectively.

In August 2019, we settled the $750 million fixed-to-floating interest rate swap on our 3.65% Senior Notes due 2024, or 2024 Notes, and the $500 million fixed-to-floating interest rate swap on our 3.60% Senior Notes due 2026, or 2026 Notes. We realized a net gain of $3.3 million on settlement, which is being amortized in interest expense over the remaining term of the 2024 Notes and 2026 Notes. As a result of the swap settlement, our long-term debt portfolio consists entirely of fixed rate debt.