UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
THE WESTERN UNION COMPANY
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Item 8.01 Other Events.
On March 9, 2021, The Western Union Company (the “Company”) completed the offering and sale of $600,000,000 aggregate principal amount of its 1.350% Notes due 2026 (the “2026 Notes”) and $300,000,000 aggregate principal amount of its 2.750% Notes due 2031 (the “2031 Notes” together with the 2026 Notes, the “Notes”) pursuant to an Underwriting Agreement, dated February 23, 2021 (the “Underwriting Agreement”), entered into by the Company with BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as Representatives of the several Underwriters named therein, with respect to the offering and sale of the Notes by the Company. The Notes were issued under the Company’s Registration Statement on Form S-3 (Registration No. 333-234014), and pursuant to the Indenture, dated as of November 17, 2006, between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Supplemental Indenture dated as of September 6, 2007 and the Second Supplemental Indenture dated as of May 3, 2019 between the Company and the Trustee. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The form of the 2026 Notes and the form of the 2031 Notes are filed as Exhibit 4.1 and Exhibit 4.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
In connection with the issuance of the Notes, Sidley Austin LLP provided the Company with the legal opinion attached to this Current Report on Form 8-K as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit | ||
| Number | Description of Exhibit | |
| 1.1 | Underwriting Agreement, dated as of February 23, 2021, by and among the Company, BofA Securities, Inc., Barclays Capital Inc., Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as Representatives of the several Underwriters named therein, relating to the Notes. | |
| 4.1 | Form of 1.350% Notes due 2026. | |
| 4.2 | Form of 2.750% Notes due 2031. | |
| 5.1 | Opinion of Sidley Austin LLP relating to the Notes. | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto). | |
| 104 | Cover Page Interactive Data File (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.
| THE WESTERN UNION COMPANY | ||||
| Dated: March 9, 2021 | By: | /s/ Darren A. Dragovich | ||
| Name: | Darren A. Dragovich | |||
| Title: | Vice President and Assistant Secretary | |||