SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 8.01|| |
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.
|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.|
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.
Date: March 4, 2021