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.

© Edgar Online, source Glimpses