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Sep 29, 2020
As filed with the Securities and Exchange Commission on February 19, 2020
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 _______________________
FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Omnicom Group Inc. Omnicom Finance Holdings plc (Exact name of registrant as specified in its charter)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) England and Wales
(State or other jurisdiction of incorporation or organization)
13-1514814 (I.R.S. Employer
Not Applicable (I.R.S. Employer
437 Madison Avenue New York, New York 10022
Bankside 3, 90-100 Southwark Street London, SE1 0SW, United Kingdom
+44 (0) 20-7298-7007 (Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices) (Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices) _______________________
Michael J. O’Brien, Esq.
Executive Vice President, General Counsel and Secretary Omnicom Group Inc. 437 Madison Avenue
New York, New York 10022 (212) 415-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service) _______________________
Rory T. Hood, Esq. Jones Day
250 Vesey Street New York, New York 10281
(212) 326-3939 Fax: (212) 755-7306
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ý Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ 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 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be Registered/Proposed Maximum Offering Price Per Unit/Proposed Maximum Aggregate Offering
Price(1) Amount of Registration Fee Common Stock of Omnicom Group Inc., par value $.15 per share Preferred Stock of Omnicom Group Inc., par value $1.00 per share Debt Securities of Omnicom Group Inc. Debt Securities of Omnicom Finance Holdings plc Guarantee by Omnicom Group Inc. of Debt Securities of Omnicom Finance Holdings plc (2) (2) (2) (2) Subscription Rights of Omnicom Group Inc.(3) Warrants of Omnicom Group Inc.
(1) An indeterminate aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at
indeterminate prices. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities. In accordance with Rules 456(b) and 457(r), the registrant is deferring payment of all of the registration fee.
(2) Omnicom Group Inc. will fully and unconditionally guarantee any series of Debt Securities issued by Omnicom Finance Holdings plc. Pursuant to Rule 457(n), no separate registration fee is required with respect to the guarantee.
(3) Rights evidencing the right to purchase common stock, preferred stock or warrants.
OMNICOM GROUP INC. OMNICOM FINANCE HOLDINGS PLC _______________ _______________
DEBT SECURITIES DEBT SECURITIES COMMON STOCK
PREFERRED STOCK GUARANTEES OF DEBT SECURITIES
SUBSCRIPTION RIGHTS WARRANTS
Pursuant to this prospectus, Omnicom Group Inc. may offer from time to time:
• shares of its common stock, par value $.15 per share; • shares of its preferred stock, par value $1.00 per share; • senior or subordinated debt securities; • subscription rights to purchase its common stock, preferred stock or warrants; and • warrants to purchase shares of Omnicom Group Inc. common stock or preferred stock.
In addition, Omnicom Finance Holdings plc may offer from time to time senior or subordinated debt securities (together with a guarantee by Omnicom Group Inc. of Omnicom Finance Holdings plc’s obligations in respect of any such debt securities).
Specific terms of these securities will be provided in supplements to this prospectus. The securities may be offered separately or together in any combination and as separate series. You should read this prospectus and any prospectus supplement carefully before you invest.
Omnicom Group Inc.’s common stock is listed on the New York Stock Exchange and trades under the symbol “OMC.”
Investing in these securities involves certain risks. See the information included and incorporated by reference in this prospectus and any accompanying prospectus supplement for a discussion of the factors you should carefully consider before deciding to purchase these securities, including the information under “Risk Factors” in Omnicom Group Inc.’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
We may sell these securities on a continuous or delayed basis directly, through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. We reserve the sole right to accept, and together with any agents, dealers and underwriters, reserve the right to reject, in whole or in part, any proposed purchase of securities. If any agents, dealers or underwriters are involved in the sale of any securities, the applicable prospectus supplement will set forth any applicable commissions or discounts. Our net proceeds from the sale of securities also will be set forth in the applicable prospectus supplement.
The date of this prospectus is February 19, 2020
We have not authorized anyone to provide you with any information or to make