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MASTERCARD INC : Other Events, Financial Statements and Exhibits (form 8-K)

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03/26/2020 | 09:37 pm


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.

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