Form 8-A12B - Registration of securities [Section 12(b)]
06 Mars 2024 - 10:41PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
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FORM 8-A |
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
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Omnicom Group Inc.
(Exact name of registrant
as specified in its charter)
New York |
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13-1514814 |
(State or other
jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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280 Park Avenue New
York, NY
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10017 |
(Address of principal executive offices) |
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(Zip Code) |
Omnicom Finance Holdings plc
(Exact name of registrant
as specified in its charter)
England and Wales |
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Not Applicable |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
Bankside 3, 90-100 Southwark Street
London, United Kingdom | |
SE1 0SW |
(Address of principal executive offices) |
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(Zip Code) |
Securities to be registered pursuant to Section 12(b) of the act:
Title of each class
to be registered |
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Name of each exchange on which
each class is to be registered |
3.700% Notes due 2032 |
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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), check the following
box. ☒
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: 333-261046 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Omnicom Group Inc. (“OGI”) and Omnicom
Finance Holdings plc (“OFHP” and, together with OGI, 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 February 28, 2024 (the “Prospectus Supplement”) and the accompanying prospectus, dated November 12, 2021 (the “Base
Prospectus”), contained in the Registrants’ effective Registration Statement on Form S-3 (Registration No. 333-261046), which
Registration Statement was filed with the Commission on November 12, 2021, relating to the securities to be registered hereunder. The
Prospectus Supplement relates to €600 million aggregate principal amount of 3.700% Senior Notes due 2032 (the “Notes”)
issued by OFHP. The Notes are fully and unconditionally guaranteed by OGI. 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 have been filed with The New York Stock Exchange.
Item 2. Exhibits.
4.1 |
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Base Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, 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. 001-10551), filed on March 6, 2024). |
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4.2 |
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First Supplemental Indenture, dated as of March 6, 2024, among Omnicom Finance Holdings plc, as issuer, Omnicom Group Inc., as guarantor, 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. 001-10551), filed on March 6, 2024). |
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4.3 |
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Form of 3.700% Notes due 2032 (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, thereto duly authorized.
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Omnicom Group Inc. |
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By: |
/s/ Philip J. Angelastro |
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Name: |
Philip J. Angelastro |
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Title: |
Executive Vice President and Chief Financial Officer |
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Date: March 6, 2024 |
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Omnicom Finance Holdings plc |
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By: |
/s/
Catherine Margaret Porter |
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Name: |
Catherine Margaret Porter |
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Title: |
Director |
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Date: March 6, 2024 |
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