Interpublic in $525 Million Convertible Preferred Stock Offering

October 24, 2005

Cleary Gottlieb represented long-time client, The Interpublic Group of Companies, in a Rule 144A offering of $525 million of 5.25% cumulative convertible perpetual preferred stock (up to $600 million if the initial purchasers exercise their overallotment option). The preferred stock is convertible into common stock of Interpublic at any time, at the option of the holders, at a conversion rate that represents a premium of approximately 30% over the price of Interpublic’s common stock at pricing. The terms of the securities also allow Interpublic to require conversion of the preferred stock after five years, if the common stock trades at a sufficient premium over the conversion price. The transaction priced on October 18 and closed on October 24.

Interpublic is one of the world’s leading organizations of advertising agencies and marketing-services companies. Major global brands include Draft, Foote Cone & Belding Worldwide, FutureBrand, GolinHarris International, Initiative, Jack Morton Worldwide, Lowe Worldwide, MAGNA Global, McCann Erickson, Octagon, Universal McCann and Weber Shandwick. Leading domestic brands include Campbell-Ewald, Deutsch and Hill Holliday.