0000891092-19-007610.txt : 20190708 0000891092-19-007610.hdr.sgml : 20190708 20190708171839 ACCESSION NUMBER: 0000891092-19-007610 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190708 DATE AS OF CHANGE: 20190708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICOM GROUP INC. CENTRAL INDEX KEY: 0000029989 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 131514814 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-10551 FILM NUMBER: 19945913 BUSINESS ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2124153600 MAIL ADDRESS: STREET 1: 437 MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: OMNICOM GROUP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH GROUP INC DATE OF NAME CHANGE: 19861117 FORMER COMPANY: FORMER CONFORMED NAME: DOYLE DANE BERNBACH INTERNATIONAL INC DATE OF NAME CHANGE: 19850604 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICOM CAPITAL INC CENTRAL INDEX KEY: 0001269043 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING AGENCIES [7311] IRS NUMBER: 061582649 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-38968 FILM NUMBER: 19945911 MAIL ADDRESS: STREET 1: ONE E WEAVER ST CITY: GREENWICH STATE: CT ZIP: 06831 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Omnicom Finance Holdings plc CENTRAL INDEX KEY: 0001772283 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-38969 FILM NUMBER: 19945912 BUSINESS ADDRESS: STREET 1: BANKSIDE 3, 90-100 SOUTHWARK STREET CITY: LONDON STATE: X0 ZIP: SE1 0SW BUSINESS PHONE: 4402072987007 MAIL ADDRESS: STREET 1: BANKSIDE 3, 90-100 SOUTHWARK STREET CITY: LONDON STATE: X0 ZIP: SE1 0SW FORMER COMPANY: FORMER CONFORMED NAME: Omnicom Finance Holdings PLC DATE OF NAME CHANGE: 20190329 8-A12B 1 e5821-8a12b.htm FORM 8-A12B
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Omnicom Group Inc.

(Exact name of registrant as specified in its charter)

 

 

New York

(State or other jurisdiction of incorporation or organization)

  

13-1514814

(I.R.S. Employer Identification No.)

   

437 Madison Avenue

New York, New York

(Address of principal executive offices)

  

 

10022

  (Zip Code)
 

Omnicom Capital Inc.

(Exact name of registrant as specified in its charter)

 

 

Connecticut

(State or other jurisdiction of incorporation or organization)

  

06-1582649

(I.R.S. Employer Identification No.)

   

1055 Washington Boulevard

Stamford, Connecticut

(Address of principal executive offices)

  

 

06901

  (Zip Code)
 

Omnicom Finance Holdings plc

(Exact name of registrant as specified in its charter)

 

 

England and Wales

(State or other jurisdiction of incorporation or organization)

  

Not Applicable

(I.R.S. Employer Identification No.)

   

Bankside 3, 90-100 Southwark Street

London, United Kingdom

(Address of principal executive offices)

  

 

SE1 0SW

  (Zip Code)
 

Securities to be registered pursuant to Section 12(b) of the Act:

 

     

Title of each class

to be so registered

  

Name of exchange on which

each class is to be registered

0.800% Senior Notes due 2027

1.400% Senior Notes due 2031

  

The New York Stock Exchange

The New York Stock Exchange

   
 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

 

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

333-231652

(if applicable)

 

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Omnicom Group Inc. (“OGI”), Omnicom Capital Inc. (“OCI”) and Omnicom Finance Holdings plc (“OFHP” and, together with OGI and OCI, the “Registrants”) have filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement, dated June 24, 2019 (the “Prospectus Supplement”) and the accompanying prospectus, dated May 21, 2019 (the “Base Prospectus”), contained in the Registrants’ effective Registration Statement on Form S-3 (Registration No. 333-231652), which Registration Statement was filed with the Commission on May 21, 2019, relating to the securities to be registered hereunder. The Prospectus Supplement relates to €500,000,000 aggregate principal amount of 0.800% Senior Notes due 2027 (the “2027 Notes”) and €500,000,000 aggregate principal amount of 1.400% Senior Notes due 2031 (the “2031 Notes” and, together with the 2027 Notes, the “Notes”) issued by OFHP. The Notes are fully and unconditionally guaranteed by OGI and OCI. The Registrants incorporate by reference the Base Prospectus and the Prospectus Supplement to the extent set forth below.

Item 1. Description of Registrant’s Securities to be Registered.

The descriptions under the heading “Description of Notes” in the Prospectus Supplement and “Description of International Debt Securities” in the Base Prospectus are incorporated by reference herein. Copies of such descriptions will be filed with The New York Stock Exchange.

Item 2. Exhibits.

Exhibit Number   Description
4.1   Base Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to Omnicom Group Inc.’s Current Report on Form 8-K (File No. 1-10551), filed on July 8, 2019).
4.2   First Supplemental Indenture, dated as of July 8, 2019, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc. and Omnicom Capital Inc., as guarantors, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to Omnicom Group Inc.’s Current Report on Form 8-K (File No. 1-10551), filed on July 8, 2019).
4.3   Form of 0.800% Notes due 2027 (included in Exhibit 4.2).
4.4   Form of 1.400% Notes due 2031 (included in Exhibit 4.2).

 

 

 

 

 

 

 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  OMNICOM GROUP INC.
     
Date: July 8, 2019 By: /s/ Philip J. Angelastro
    Name: Philip J. Angelastro
    Title: Executive Vice President and Chief Financial Officer
     
     
  OMNICOM CAPITAL INC.
     
Date: July 8, 2019 By: /s/ Eric Huttner
    Name: Eric Huttner
    Title: Executive Vice President and Director
     
     
  OMNICOM FINANCE HOLDINGS PLC
     
Date: July 8, 2019 By: /s/ Stephen Medhurst
    Name: Stephen Medhurst
    Title: Director