UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 23, 2006
OMNICOM GROUP INC.
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(Exact name of registrant as specified in its charter)
New York No. 001-10551 No. 13-1514814
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
437 Madison Avenue
New York, New York 10022
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 415-3600
Not Applicable
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(Former name or former address, 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 (see General Instruction A.2. below):
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
On June 23, 2006, Omnicom Group Inc. (the "Company") and its wholly owned
subsidiaries Omnicom Finance Inc., Omnicom Capital Inc. and Omnicom Finance plc
(the "Borrowers" and, together with the Company, the "Loan Parties") entered
into an Amended and Restated Five Year Credit Agreement (the "Credit Agreement")
with the lenders named therein (the "Lenders"), Citigroup Global Markets Inc.
and J.P. Morgan Securities Inc., as lead arrangers and book managers, ABN AMRO
Bank N.V., as syndication agent, JPMorgan Chase Bank, N.A., HSBC USA, N.A., Bank
of America, N.A. and Banco Bilbao Vizcaya Argentaria SA, as documentation
agents, and Citibank, N.A. as administrative agent (the "Agent") for the
Lenders. The Credit Agreement has a maturity date of June 23, 2011. Under the
Credit Agreement, the Lenders committed to provide advances and letters of
credit in an aggregate amount of up to $2,400,000,000. Interest on the
borrowings under the Credit Agreement is payable at a base rate or Eurocurrency
rate, in either case plus an applicable margin and fees. Borrowings under the
Credit Agreement may be used for general corporate purposes of the Borrowers and
their subsidiaries, including as commercial paper liquidity support and to fund
acquisitions not prohibited under the Credit Agreement.
The terms of the Credit Agreement include representations and warranties,
affirmative and negative covenants (including certain financial covenants) and
events of default that are customary for credit facilities of this nature. Upon
the occurrence, and during the continuance, of an event of default, including
but not limited to nonpayment of principal when due, failure to perform or
observe certain terms, covenants or agreements under the Credit Agreement, and
certain defaults of other indebtedness, the Agent may terminate the obligation
of the Lenders under the Credit Agreement to make advances and issue letters of
credit and declare any outstanding obligations under the Credit Agreement
immediately due and payable. In addition, in the event of an actual or deemed
entry of an order for relief with respect to any Loan Party under the Federal
Bankruptcy Code, the obligation of each Lender to make advances and issue
letters of credit shall automatically terminate and any outstanding obligations
under the Credit Agreement shall immediately become due and payable. Subject to
the terms and conditions of the Credit Agreement, the Company may request that
the Lenders' commitments under the Credit Agreement be increased, provided that
in no event may the aggregate amount of the Lenders' commitments under the
Credit Agreement at any time exceed $2,650,000,000.
The obligations of the Borrowers under the Credit Agreement are guaranteed
by the Company.
The foregoing description of the Credit Agreement does not purport to be a
complete statement of the parties' rights and obligations under the Credit
Agreement and the transactions contemplated by the Credit Agreement. The
foregoing description of the Credit Agreement is qualified in its entirety by
reference to the Credit Agreement, a copy of which is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of Registrant
The information included above under Item 1.01, Entry into a Material
Definitive Agreement, is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this Current Report on Form 8-K:
10.1 Amended and Restated Five Year Credit Agreement (the
"Agreement"), dated as of June 23, 2006, by and among Omnicom
Finance Inc., a Delaware corporation, Omnicom Capital Inc., a
Connecticut corporation, Omnicom Finance plc, a corporation
organized under the laws of England and Wales, Omnicom Group
Inc., a New York corporation, the banks, financial
institutions and other institutional lenders and initial
issuing banks listed on the signature pages of the Agreement,
Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc., as lead arrangers and book managers, ABN AMRO Bank
N.V., as syndication agent, JPMorgan Chase Bank, N.A., HSBC
Bank USA, N.A., Bank of America, N.A. and Banco Bilbao
Vizcaya Argentaria SA, as documentation agents, and Citibank,
N.A., as administrative agent for the lenders.
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SIGNATURE
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.
OMNICOM GROUP INC.
Date: June 29, 2006 By: /s/ Michael J. O'Brien
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Name: Michael J. O'Brien
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit No. Exhibit
10.1 Amended and Restated Five Year Credit Agreement (the
"Agreement"), dated as of June 23, 2006, by and among Omnicom
Finance Inc., a Delaware corporation, Omnicom Capital Inc., a
Connecticut corporation, Omnicom Finance plc, a corporation
organized under the laws of England and Wales, Omnicom Group
Inc., a New York corporation, the banks, financial
institutions and other institutional lenders and initial
issuing banks listed on the signature pages of the Agreement,
Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc., as lead arrangers and book managers, ABN AMRO Bank
N.V., as syndication agent, JPMorgan Chase Bank, N.A., HSBC
Bank USA, N.A., Bank of America, N.A. and Banco Bilbao
Vizcaya Argentaria SA, as documentation agents, and Citibank,
N.A., as administrative agent for the lenders.
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