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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/04/21 Mastercard Inc. 8-K:8,9 3/04/21 14:512K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 119K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 71K 4: EX-5.1 Opinion of Counsel re: Legality HTML 15K 10: R1 Document and Entity Information HTML 56K 12: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- d130970d8k_htm XML 23K 11: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.DEF XBRL Definitions -- ma-20210304_def XML 43K 7: EX-101.LAB XBRL Labels -- ma-20210304_lab XML 70K 8: EX-101.PRE XBRL Presentations -- ma-20210304_pre XML 44K 5: EX-101.SCH XBRL Schema -- ma-20210304 XSD 17K 13: JSON XBRL Instance as JSON Data -- MetaLinks 14± 23K 14: ZIP XBRL Zipped Folder -- 0001193125-21-069621-xbrl Zip 56K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 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): i March 4, 2021
Mastercard Incorporated
(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 2000 Purchase Street i Purchase, i New York |
i 10577 | |
(Address of principal executive offices) | (Zip Code) |
i (914) i 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):
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 | ||
i Class A Common Stock | i MA | i New York Stock Exchange | ||
i 1.100% Notes due 2022 | i MA22 | i New York Stock Exchange | ||
i 2.100% Notes due 2027 | i MA27 | i New York Stock Exchange | ||
i 2.500% Notes due 2030 | i MA30 | i 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 i ☐
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 March 4, 2021, Mastercard Incorporated (the “Company”) completed an offering of $600,000,000 aggregate principal amount of its 1.900% Notes due 2031 (the “2031 Notes”) and $700,000,000 aggregate principal amount of its 2.950% Notes due 2051 (the “2051 Notes” and together with the 2031 Notes, the “Notes”). The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-253041), 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 2, 2021, which was filed with the Securities and Exchange Commission on March 4, 2021.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of March 2, 2021 (the “Underwriting Agreement”) with BofA Securities, Inc., Deutsche Bank Securities Inc., NatWest Markets 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 officer’s certificate dated as of March 4, 2021 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 2031 Notes and 2051 Notes are attached hereto as Exhibits 4.2 and 4.3 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 2, 2021, among the Company and the Representatives | |
4.1 | Officer’s Certificate of the Company, dated as of March 4, 2021 | |
4.2 | Form of Global Note representing the Company’s 1.900% Notes due 2031 (included in Exhibit 4.1) | |
4.3 | Form of Global Note representing the Company’s 2.950% Notes due 2051 (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: March 4, 2021
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period end: | 3/4/21 | 424B2 | ||
3/2/21 | 4, 424B2, FWP | |||
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 11/17/21 Mastercard Inc. 424B2 1:557K Donnelley … Solutions/FA 11/15/21 Mastercard Inc. 424B2 1:542K Donnelley … Solutions/FA 4/29/21 Mastercard Inc. 10-Q 3/31/21 95:8.9M |