Cleary Gottlieb represented The Interpublic Group of Companies, Inc. in soliciting note-holder consents to the amendment of five series of notes ($2.15 billion aggregate principal). The amendments provide that failure to comply with certain reporting covenants will not constitute a default under the indentures. For one series of convertible notes, the amendments further provide an extension of Interpublic’s call date for the notes and an additional “make-whole” adjustment to the conversion rate in the event of a change of control meeting specified conditions. The transaction represents one in a series of transactions undertaken by Interpublic to restructure its obligations so as to delay defaults that would otherwise be triggered by Interpublic’s inability to timely file its SEC reports.