Issuer
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-236502
February 19, 2020
Omnicom Group Inc.
$600,000,000 2.450% Senior Notes due 2030
Pricing Term Sheet
| Issuer: | Omnicom Group Inc. |
| Expected Ratings*: | Baa1/BBB+ (Moody’s/S&P) |
| Title of Securities: | 2.450% Senior Notes due 2030 |
| Principal Amount: | $600,000,000 |
| Coupon: | 2.450% per annum |
| Interest Payment Dates: | Semi-annually on each April 30 and October 30 |
| Initial Interest Payment Date: | October 30, 2020 (long first coupon) |
| Maturity Date: | April 30, 2030 |
| Benchmark Treasury: | 1.500% UST due February 15, 2030 |
|
Benchmark Treasury Price and Yield: |
99-12 / 1.568% |
| Spread to Benchmark Treasury: | T + 92 basis points |
| Yield to Maturity: | 2.488% |
| Price to Public (Issue Price): | 99.656% |
|
All-In Price (after deducting underwriting commissions): |
99.006% |
| Optional Redemption: |
Prior to January 30, 2030, the date that is three months prior to the maturity date, the notes will be redeemable, as a whole or in part, at the issuer’s option, at any time or from time to time at a redemption price equal to 100% of the principal amount of the notes plus a make-whole premium (calculated at a rate equal to the sum of the applicable Treasury Rate plus 15 basis points), together with accrued and unpaid interest thereon to the redemption date. On or after January 30, 2030, the notes will be redeemable, as a whole or in part, at the issuer’s option, at any time or from time to time at a redemption price equal to 100% of the principal amount of the notes, together with accrued and unpaid interest thereon to the redemption date. |
| Trade Date: | February 19, 2020 |
| Settlement Date: | February 21, 2020 |
| CUSIP: | 681919 BB1 |
| ISIN: | US681919BB11 |
| Use of Proceeds: |
We intend to use the net proceeds from the sale of the notes offered hereby, together with cash on hand, to redeem our 4.45% Senior Notes due 2020 co-issued with Omnicom Capital Inc., which mature on August 15, 2020, |
|
and of which $600 million aggregate principal amount was outstanding as of December 31, 2019. Pending the application of the net proceeds, we may invest such net proceeds in short-term investment grade obligations. | |
| Joint Book-Running Managers: |
Citigroup Global Markets Inc. |
| Co-Managers: |
Barclays Capital Inc. SMBC Nikko Securities America, Inc. Siebert Williams Shank & Co., LLC |
*An explanation of the significance of ratings may be obtained from the ratings agencies. Generally, ratings agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings may be subject to review, revision, supervision, reduction or withdrawal at any time by Moody’s or Standard & Poor’s. Each of the security ratings above should be evaluated independently of any other security rating.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the preliminary prospectus supplement if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146, J.P. Morgan Securities LLC at 1-212-834- 4533 or Wells Fargo Securities, LLC at 1-800-645-3751.
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