|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/26/20 Mastercard Inc 8-K:8,9 3/24/20 14:684K Davis Polk & … LLP 01/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 44K 2: EX-1.1 Underwriting Agreement HTML 149K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 126K 4: EX-5.1 Opinion of Counsel re: Legality HTML 17K 13: R1 Cover HTML 57K 9: XML IDEA XML File -- Filing Summary XML 13K 14: XML XBRL Instance -- dp124628_8k_htm XML 24K 10: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.DEF XBRL Definitions -- ma-20200324_def XML 77K 7: EX-101.LAB XBRL Labels -- ma-20200324_lab XML 106K 8: EX-101.PRE XBRL Presentations -- ma-20200324_pre XML 74K 5: EX-101.SCH XBRL Schema -- ma-20200324 XSD 15K 11: JSON XBRL Instance as JSON Data -- MetaLinks 27± 36K 12: ZIP XBRL Zipped Folder -- 0000950103-20-006073-xbrl Zip 71K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exhange Act of 1934
Date of Report (Date of earliest event reported): i March 24, 2020
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-32877 | i 13-4172551 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| i 10577 | ||
| (Address of principal executive offices) | (Zip Code) |
(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):
Securities registered pursuant to Section 12(b) of the Act:
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).
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. ☐
C:
| Item 8.01 | Other Events. |
On March 26, 2020, Mastercard Incorporated (the “Company”) completed an offering of $1,000,000,000 aggregate principal amount of its 3.300% Notes due 2027 (the “2027 Notes”), $1,500,000,000 aggregate principal amount of its 3.350% Notes due 2030 (the “2030 Notes”) and $1,500,000,000 aggregate principal amount of its 3.850% Notes due 2050 (the “2050 Notes,” and together with the 2027 Notes and the 2030 Notes, the “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 March 24, 2020, which was filed with the Securities and Exchange Commission on March 25, 2020.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc., BofA Securities, Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and MUFG Securities Americas 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 March 26, 2020 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 forms of the 2027 Notes, 2030 Notes and 2050 Notes are attached hereto as Exhibits 4.2, 4.3 and 4.4 and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 1.1 | Underwriting Agreement, dated as of March 24, 2020, among the Company and the Representatives | |
| 4.1 | Officer’s Certificate of the Company, dated as of March 26, 2020 | |
| 4.2 | Form of Global Note representing the Company’s 3.300% Notes due 2027 (included in Exhibit 4.1) | |
| 4.3 | Form of Global Note representing the Company’s 3.350% Notes due 2030 (included in Exhibit 4.1) | |
| 4.4 | Form of Global Note representing the Company’s 3.850% Notes due 2050 (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. | |
C:
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: March 26, 2020
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/26/20 | |||
| 3/25/20 | 424B2, FWP | |||
| For Period end: | 3/24/20 | 424B2, 8-K | ||
| 3/31/14 | 10-Q, 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/24 Mastercard Inc. 10-K 12/31/23 142:18M 2/14/23 Mastercard Inc. 10-K 12/31/22 139:23M 2/11/22 Mastercard Inc. 10-K 12/31/21 140:20M 2/12/21 Mastercard Inc. 10-K 12/31/20 131:19M |