Fitch Rates Interpublic Group's Senior Unsecured Note Offering 'BBB'

NEW YORK--()--Fitch Ratings has assigned a 'BBB' rating to Interpublic Group of Companies, Inc.'s (IPG) proposed 10-year senior unsecured notes. IPG's Issuer Default Rating (IDR) is 'BBB' and the Rating Outlook is Stable. A full list of rating actions follows at the end of this release.

This transaction prefunds the repayment of IPG's $350 million 6.25% senior unsecured notes due Nov. 15, 2014. Fitch expects any additional proceeds to be used for general corporate purposes. The transaction, as proposed, is expected to be credit neutral as it is not expected to materially change leverage while extending maturities.

IPG will issue the senior notes under the indenture dated March 2, 2012 (and supplemental indentures thereto). The notes will rank pari passu with the bank credit facility and the other senior unsecured notes.

Proposed terms are similar to previously issued senior notes. Terms include:

--A limitation on liens (excluding standard carve-outs), with permitted lien basket of up to 15% of consolidated net worth;

--An obligation of IPG to repurchase the notes at 101% upon a change of control and rating trigger (as defined);

--Cross acceleration or payment default on debt greater than $50 million.

IPG's total debt outstanding at Dec. 31, 2013 was $1.7 billion and Fitch calculates unadjusted gross leverage at 1.9x.

Fitch views IPG's liquidity as solid, supported by a cash balance of $1.6 billion as of year-end 2013, in addition to $986 million of availability under its $1 billion revolving credit facility due December 2018. The company's next maturity, after the $350 million due in 2014, is $300 million due in 2017.

Fitch-calculated free cash flow (FCF) increased to $285 million in 2013 from $73 million in 2012. Fitch expects 2014 FCF in the range of $200 million to $300 million. Fitch's FCF expectation for 2014 also incorporates capital expenditures of $150 million. In addition, Fitch's FCF expectations incorporate IPG's increased quarterly common dividend to $0.095/share, which will have an approximately $35 million negative effect on FCF in 2014 (for total annual cash dividend payments of $160 million).

IPG's U.S. pension plan was $24 million underfunded as of the end of 2013. IPG should have no issues meeting any required U.S. pension plan funding.

In February of 2014, IPG announced an additional $300 million share repurchase authorization. The rating incorporates Fitch's belief that the company will deploy liquidity, including FCF, toward share repurchases and acquisitions in a disciplined manner.

Fitch recognizes the risk that the merger between Omnicom and Publicis may cause several of the other global holding advertising companies (GHCs) to consider larger acquisitions or merge with other GHCs. Fitch expects IPG to continue to target small bolt-on acquisitions and the current ratings do not contemplate or expect a materially large acquisition.

KEY RATING DRIVERS:

--IPG's ratings reflect its position in the industry as one of the largest global advertising holding companies, its diverse client base, and the company's ample liquidity.

--The ratings incorporate the cyclicality of the advertising industry and potential top-line volatility due to client wins or losses in any given year. IPG has reduced its U.S. exposure to U.S. advertising cycles by diversifying into international markets and marketing services businesses. Roughly 45% of IPG's revenue is generated outside of the U.S. IPG delivered organic revenue growth of 2.8% in 2013. The company expects organic growth in the range of 3% to 4% in 2014, which Fitch believes is achievable and is slightly above Fitch's current forecast for U.S. GDP growth of 2.6% for 2014.

--The risk of revenue cyclicality is balanced by the scalable cost structures of IPG and the other GHCs. However, IPG still lags its peers in consolidated EBITDA margin. As of Dec. 31, 2013, Fitch calculates EBITDA margin of 12.1%, which compares to 15.3% for Omnicom Group, Inc. Fitch's base case model expects EBITDA margin to be in the range of 12.5% to 13% by year-end 2014. Fitch also expects IPG to achieve peer-level margins over the next four to five years, assuming low- to mid-single-digit organic revenue growth over this timeframe.

-- The ratings reflect Fitch's expectation that IPG will manage unadjusted gross leverage to a level below 2.5x.

RATING SENSITIVITIES:

--A public commitment by the company to maintain gross unadjusted leverage below 2.0x coupled with peer level EBITDA margins could warrant upgrade consideration.

--Fitch is comfortable with management's willingness and ability to maintain its 'BBB' rating; however, a change in the company's posture toward maintaining adequate bondholder protection over the near and long term could affect the rating negatively. This may include an unadjusted gross leverage target greater than 2.5x.

Fitch currently rates IPG as follows:

IPG

--IDR at 'BBB';

--Bank credit facility at 'BBB';

--Senior unsecured notes at 'BBB'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria & Related Research:

--'Corporate Rating Methodology: Including Short-Term Ratings and Parent and Subsidiary Linkage' (Aug. 5, 2013);

--'Credit Encyclo-Media VI: Fitch's Comprehensive Analysis of the U.S. Media & Entertainment Sector' (Sept. 19, 2013).

Applicable Criteria and Related Research:

Corporate Rating Methodology: Including Short-Term Ratings and Parent and Subsidiary Linkage

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=715139

Credit Encyclo-Media VI: Fitch's Comprehensive Analysis of the U.S. Media & Entertainment Sector

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=718956

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=825611

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Contacts

Fitch Ratings
Primary Analyst
Rolando Larrondo
Senior Director
+1-212-908-9189
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst
Timothy Lee
Associate Director
+1-312-368-3179
or
Committee Chairperson
John Witt, CFA
Senior Director
+1-212-908-0673
or
Media Relations:
Brian Bertsch, New York, +1 212-908-0549
Email: brian.bertsch@fitchratings.com

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Contacts

Fitch Ratings
Primary Analyst
Rolando Larrondo
Senior Director
+1-212-908-9189
Fitch Ratings, Inc.
One State Street Plaza
New York, NY 10004
or
Secondary Analyst
Timothy Lee
Associate Director
+1-312-368-3179
or
Committee Chairperson
John Witt, CFA
Senior Director
+1-212-908-0673
or
Media Relations:
Brian Bertsch, New York, +1 212-908-0549
Email: brian.bertsch@fitchratings.com