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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): November 25, 2019

 

Mastercard Incorporated

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32877

 

13-4172551

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

2000 Purchase Street

Purchase, New York

 

10577

(Address of principal executive offices)

 

(Zip Code)

(914) 249-2000 

(Registrant’s 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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Class A Common Stock

 

MA

 

New York Stock Exchange

1.100% Notes due 2022

 

MA22

 

New York Stock Exchange

2.100% Notes due 2027

 

MA27

 

New York Stock Exchange

2.500% Notes due 2030

 

MA30

 

New York Stock Exchange

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 December 3, 2019, Mastercard Incorporated (the “Company”) completed an offering of $750,000,000 aggregate principal amount of its 2.000% Notes due 2025 (the “2025 Notes”). The offering of the Notes was made pursuant to the Company’s 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 Company’s debt securities. Further information concerning the Notes and related matters is set forth in the Company’s Prospectus Supplement dated November 25, 2019, which was filed with the Securities and Exchange Commission on November 27, 2019.

In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., Lloyds Securities Inc., Mizuho Securities USA LLC and Santander Investment Securities 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 officer’s certificate dated as of December 3, 2019 establishing the terms of the Notes (the “Officer’s Certificate”). The Officer’s Certificate is attached hereto as Exhibit 4.1 and is incorporated by reference herein. The form of the 2025 Notes is attached hereto as Exhibit 4.2 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No.

   

Description

         
 

  1.1

   

Underwriting Agreement, dated as of November 25, 2019, among the Company and the Representatives

         
 

  4.1

   

Officer’s Certificate of the Company, dated as of December 3, 2019

         
 

  4.2

   

Form of Global Note representing the Company’s 2.000% Notes due 2025 (included in Exhibit 4.1)

         
 

  5.1

   

Opinion of Davis Polk & Wardwell LLP

         
 

23.1

   

Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

         
 

104

   

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.


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.

Mastercard Incorporated

     

By:

 

/s/ Janet McGinness

Name:

 

Janet McGinness

Title:

 

Corporate Secretary

Date: December 3, 2019

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