UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 1, 2015
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)) |
| Item 8.01 | Other Events. |
On December 1, 2015, MasterCard Incorporated (the “Company”) completed an offering of €700,000,000 aggregate principal amount of its 1.100% Notes due 2022 (the “2022 Notes”), €800,000,000 aggregate principal amount of its 2.100% Notes due 2027 (the “2027 Notes”) and €150,000,000 aggregate principal amount of its 2.500% Notes due 2030 (the “2030 Notes” and, together with the 2022 Notes and 2027 Notes, the “Notes”). The offering of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-204959), 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 23, 2015, which was filed with the Securities and Exchange Commission on November 25, 2015.
In connection with the issuance of the Notes, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with the several underwriters listed in Schedule II to the Underwriting Agreement (the “Underwriters”). 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 1, 2015 establishing the terms of each series 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 2022 Notes, the 2027 Notes and the 2030 Notes are attached hereto as Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of November 23, 2015, between the Company and the Underwriters | |
| 4.1 | Officer’s Certificate of the Company, dated as of December 1, 2015 | |
| 4.2 | Form of Global Note representing the Company’s 1.100% Notes due 2022 (included in Exhibit 4.1) | |
| 4.3 | Form of Global Note representing the Company’s 2.100% Notes due 2027 (included in Exhibit 4.1) | |
| 4.4 | Form of Global Note representing the Company’s 2.500% Notes due 2030 (included in Exhibit 4.1) | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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 1, 2015
EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated as of November 23, 2015, between the Company and the Underwriters | |
| 4.1 | Officer’s Certificate of the Company, dated as of December 1, 2015 | |
| 4.2 | Form of Global Note representing the Company’s 1.100% Notes due 2022 (included in Exhibit 4.1) | |
| 4.3 | Form of Global Note representing the Company’s 2.100% Notes due 2027 (included in Exhibit 4.1) | |
| 4.4 | Form of Global Note representing the Company’s 2.500% Notes due 2030 (included in Exhibit 4.1) | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |
| 23.1 | Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1) | |