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IPG > SEC Filings for IPG > Form 8-K on 15-Mar-2013All Recent SEC Filings

Show all filings for INTERPUBLIC GROUP OF COMPANIES, INC. | Request a Trial to NEW EDGAR Online Pro



Unregistered Sale of Equity Securities, Regulation FD Disclo

Item 3.02. Unregistered Sales of Equity Securities

On March 15, 2013, The Interpublic Group of Companies, Inc. (the "Company") announced the retirement of all $200 million in aggregate principal amount of its 4.75% Convertible Senior Notes due 2023 ("the Notes") (CUSIP Numbers 460690 BD1 and 460690 BE9). In connection with the redemption of the Notes announced on February 13, 2013, holders of the Notes had the right to convert their Notes into the Company's common stock at a conversion rate of 84.3402 common shares per $1,000 principal amount of Notes through March 14, 2013. Holders converted $199.997 million in principal amount of the Notes into approximately 16.9 million shares of the Company's common stock. The Company has redeemed the remaining Notes.

The Company originally distributed the Notes in a private offering in reliance on Section 4(a)(2) of the Securities Act. The conversions are exempt from registration under Section 3(a)(9) of the Securities Act because the conversions constitute exchanges by the Company with existing holders of the Company's securities and no commission or other remuneration has been or will be paid by the Company, directly or indirectly, for soliciting the exchange.

Item 8.01. Other Events and Regulation FD Disclosure.

On March 15, 2013, the Company issued a press release announcing the retirement of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Exhibit 99.1: Press Release, dated March 15, 2013 (filed pursuant to Item 8.01).

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