Item 8.01 Other Events.
On November 25, 2019, The Western Union Company (the "Company") completed the
offering and sale of $500,000,000 aggregate principal amount of its 2.850% Notes
due 2025 (the "Notes") pursuant to an Underwriting Agreement, dated November 18,
2019 (the "Underwriting Agreement"), entered into by the Company with Citigroup
Global Markets Inc., J.P. Morgan Securities LLC 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
Note is filed as Exhibit 4.1 to this Current Report on Form 8-K and is
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.
In addition, on November 25, 2019, the Company issued a press release announcing
the expiration and results of its previously announced cash tender offer for any
and all of its outstanding 5.253% Notes due 2020 (the "Tender Offer"). A copy of
the press release, dated November 25, 2019, announcing the expiration and
results of the Tender Offer is attached hereto as Exhibit 99.1.
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 November 18, 2019, by and among the Company,
Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC, as Representatives of the several Underwriters named therein,
relating to the Notes.
4.1 Form of 2.850% Note due 2025.
5.1 Opinion of Sidley Austin LLP relating to the Notes.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto).
99.1 Press Release of The Western Union Company dated November 25, 2019.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses