UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On February 22, 2022, Mastercard Incorporated (the “Company”) completed an offering of €750,000,000 aggregate principal amount of its 1.000% Notes due 2029 (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 February 16, 2022, which was filed with the Securities and Exchange Commission on February 18, 2022.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement dated as of February 16, 2022 (the “Underwriting Agreement”) with the several underwriters (the “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 February 22, 2022 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 Notes are attached hereto as Exhibit 4.2 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 February 16, 2022, among the Company and the Underwriters | |
| 4.1 | Officer’s Certificate of the Company, dated as of February 22, 2022 | |
| 4.2 | Form of Global Note representing the Company’s 1.000% Notes due 2029 (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: February 22, 2022