Document

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): November 1, 2019

THE INTERPUBLIC GROUP OF COMPANIES, INC.

(Exact name of registrant as specified in its charter)



Delaware	1-6686	13-1024020
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

909 Third Avenue, New York, New York 10022

(Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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))

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	IPG	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On November 1, 2019, The Interpublic Group of Companies, Inc. (the “Company”) entered into an amendment and restatement (the “Amendment”) of the Company’s credit agreement originally dated as of July 18, 2008 (as amended and restated as of October 25, 2017, as amended prior to November 1, 2019, and as amended and restated pursuant to the Amendment, the “Credit Agreement”), by and among the Company, the initial lenders named therein, Citibank, N.A. (“Citibank”), as administrative agent; Bank of America, N.A. and JPMorgan Chase Bank, N.A. (“JPMorgan”), as co-syndication agents; Morgan Stanley MUFG Loan Partners, LLC, acting through Morgan Stanley Senior Funding, Inc. (“Morgan Stanley”) and MUFG Bank, Ltd. (“MUFG”), as documentation agent; and Citibank, JPMorgan, BofA Securities, Inc. and Morgan Stanley MUFG Loan Partners, LLC, acting through Morgan Stanley and MUFG, as joint lead arrangers and joint book managers. Under the Amendment, among other things, the maturity date of the Credit Agreement was extended to November 1, 2024. The revolving commitments under the Credit Agreement remain unchanged at $1.5 billion, and the Company continues to have the ability to increase the commitments under the Credit Agreement from time to time by an additional amount of up to $250 million, provided the Company receives commitments for such increases and satisfies certain other conditions.

Pursuant to the Amendment, the cost structure has changed. Based on the Company’s current credit ratings, the applicable margin for Eurocurrency Rate borrowings (as defined in the Credit Agreement) is 1.125%, and the facility fee payable on a lender’s revolving commitment is 0.125%.

The Amendment removed the interest coverage ratio financial covenant; however, the Company remains subject to the leverage ratio financial covenant, among other customary covenants. Under the Credit Agreement, the Company is required to maintain, as of the end of each fiscal quarter a leverage ratio of not more than (i) 3.75 to 1.00 on the last day of each fiscal quarter ending on or prior to September 30, 2020 and (ii) 3.50 to 1.00 thereafter. At the election of the Company, the leverage ratio financial covenant may be changed to not more than 4.00 to 1.00 for four consecutive fiscal quarters, beginning with the fiscal quarter in which there is an occurrence of one or more acquisitions with an aggregate purchase price of at least $200 million.

Pursuant to the Amendment, the event of default triggers for cross defaults, judgment defaults and change of control are largely the same, except that the threshold for each of the cross default and judgment default triggers was increased from $100 million to $125 million, and the threshold for the change of control trigger was increased from 30% to 40%.

The foregoing description is qualified in its entirety by reference to the Credit Agreement, attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 above related to the Credit Agreement is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1: Amended and Restated Credit Agreement, dated as of November 1, 2019, among The Interpublic Group of Companies, Inc., the lenders named therein and Citibank, N.A., as administrative agent.

Exhibit 104: Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document.

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.
Date: November 5, 2019	By: /s/ Andrew Bonzani
	Name: Andrew Bonzani Title: Executive Vice President, General Counsel and Secretary