Current Report Filing (8-k)
August 22 2017 - 4:15PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM
8-K
_______________________________
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22,
2017
_______________________________
THE WESTERN UNION
COMPANY
(Exact name of registrant as specified in
its charter)
_______________________________
Delaware
|
001-32903
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20-4531180
|
(State or other
jurisdiction
|
(Commission
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(I.R.S.
Employer
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of
incorporation)
|
File
Number)
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Identification
No.)
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12500 East Belford
Avenue
|
|
Englewood,
Colorado
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80112
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(Address of principal
executive offices)
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(Zip
Code)
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(866) 405-5012
(Registrants telephone number, including area
code)
N/A
(Former name or former address, if changed
since last report.)
_______________________________
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐
|
|
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
|
☐
|
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
|
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
☐
Item 8.01 Other Events.
On August 22, 2017, The Western Union Company (the
Company) completed the offering and sale of $250,000,000 aggregate principal
amount of its Floating Rate Notes due 2019 (the Floating Rate Notes) and
$100,000,000 aggregate principal amount of its 3.600% Notes due 2022 (the New
2022 Notes and, together with the Floating Rate Notes, the Notes) pursuant to
an Underwriting Agreement, dated August 15, 2017 (the Underwriting Agreement),
entered into by the Company with Citigroup Global Markets Inc. and U.S. Bancorp
Investments, Inc., as Representatives of the several Underwriters named therein,
with respect to the offering and sale of the Notes by the Company. The New 2022
Notes have the same terms as, and form a single series of debt securities with,
the 3.600% Notes due 2022 that the Company issued on March 15, 2017 in an
aggregate principal amount of $400,000,000. The Notes were issued under the
Companys Registration Statement on Form S-3 (Registration No. 333-213943), and
pursuant to the Indenture, dated as of November 17, 2006, between the Company
and Wells Fargo Bank, National Association, as trustee (the Trustee), as
supplemented by the Supplemental Indenture dated as of September 6, 2007 between
the Company and the Trustee. The Underwriting Agreement is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by reference. The
forms of Floating Rate Note and New 2022 Note are filed as Exhibit 4.1 and
Exhibit 4.2, respectively, to this Current Report on Form 8-K and are
incorporated herein by reference.
In connection with the
issuance of the Notes, Sidley Austin LLP provided the Company with the legal
opinion attached to this Current Report on Form 8-K as Exhibit 5.1.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
The following exhibits are
filed with this Current Report on Form 8-K:
Exhibit
|
|
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Number
|
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Description of
Exhibit
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1.1
|
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Underwriting Agreement, dated as of August 15,
2017, by and among the Company, Citigroup Global Markets Inc. and U.S.
Bancorp Investments, Inc., as Representatives of the several Underwriters
named therein, relating to the Notes.
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4.1
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Form
of Floating Rate Note due 2019.
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4.2
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Form of 3.600% Note due 2022.
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5.1
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Opinion of Sidley Austin LLP relating to the
Notes.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 22, 2017
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THE WESTERN UNION COMPANY
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|
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By:
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/s/
D
ARREN
A. D
RAGOVICH
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Name:
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Darren A.
Dragovich
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Title:
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Vice President and
Assistant Secretary
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EXHIBIT
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