Current Report Filing (8-k)
May 31 2019 - 10:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 28, 2019
Mastercard Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
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001-32877
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13-4172551
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2000 Purchase Street
Purchase, New York
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10577
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(Address of principal executive offices)
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(Zip Code)
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(914)
249-2000
(Registrants telephone number, including area code)
NOT APPLICABLE
(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 (see General Instruction A.2. below):
☐
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol
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Name of each exchange
on which registered
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Class A Common Stock
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MA
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New York Stock Exchange
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1.100% Notes due 2022
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MA22
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New York Stock Exchange
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2.100% Notes due 2027
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MA27
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New York Stock Exchange
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2.500% Notes due 2030
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MA30
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New York Stock Exchange
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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 May 31, 2019, Mastercard Incorporated (the Company) completed an offering of $1,000,000,000 aggregate principal amount of its 2.950% Notes
due 2029 (the 2029 Notes) and $1,000,000,000 aggregate principal amount of its 3.650% Notes due 2049 (the 2049 Notes and, together with the 2029 Notes, the Notes). The offering of the Notes was made pursuant to
the Companys Registration Statement on Form
S-3
(File
No. 333-223679),
which Registration Statement relates to the offer and sale on a delayed basis from time
to time of an indeterminate amount of the Companys debt securities. Further information concerning the Notes and related matters is set forth in the Companys Prospectus Supplement dated May 28, 2019, which was filed with the
Securities and Exchange Commission on May 30, 2019.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement
(the Underwriting Agreement) with Citigroup Global Markets Inc., J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Santander Investment Securities Inc. and U.S. Bancorp Investments, Inc. as representatives (the
Representatives) of the several underwriters listed in Schedule II to the Underwriting Agreement. The foregoing description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, a copy of which is
attached hereto as Exhibit 1.1 and is incorporated by reference herein.
The Notes were issued pursuant to an Indenture with Deutsche Bank Trust Company
Americas, as trustee, dated as of March 31, 2014 (the Indenture), together with the officers certificate dated as of May 31, 2019 establishing the terms of each series of the Notes (the Officers
Certificate). The Officers Certificate is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The forms of the 2029 Notes and the 2049 Notes are attached hereto as Exhibit 4.2 and Exhibit 4.3, respectively, and are
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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.
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Mastercard Incorporated
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By:
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/s/ Janet McGinness
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Name:
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Janet McGinness
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Title:
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Corporate Secretary
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Date: May 31, 2019
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