- Current report filing (8-K)
23 8월 2011 - 5:09AM
Edgar (US Regulatory)
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): August 22, 2011
THE WESTERN UNION COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-32903
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20-4531180
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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12500 East Belford Avenue
Englewood, Colorado
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80112
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(Address of principal executive offices)
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(Zip Code)
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(866) 405-5012
(Registrants telephone number, including area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On
August 17, 2011, The Western Union Company (the Company) entered into an Underwriting Agreement (the Underwriting Agreement) with Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as Representatives of the
several Underwriters named therein, with respect to the offering and sale by the Company of $400,000,000 aggregate principal amount of its 3.650% Notes due 2018 (the Notes) under the Companys Registration Statement on Form S-3
(Registration No. 333-170967). The Notes were issued 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 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 sale of the Notes closed on August 22, 2011. 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.
Item 9.01
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Financial Statements and Exhibits.
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The following
exhibits are filed with this Current Report on Form 8-K:
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Exhibit
Number
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Description of Exhibit
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1.1
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Underwriting Agreement, dated as of August 17, 2011, by and among the Company, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as Representatives of the several
Underwriters named therein, relating to the Notes.
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4.1
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Form of 3.650% Note due 2018.
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5.1
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Opinion of Sidley Austin LLP relating to the Notes.
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SIGNATURE
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.
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THE WESTERN UNION COMPANY
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Dated: August 22, 2011
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By:
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/s/ Darren A. Dragovich
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Name:
Title:
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Darren A. Dragovich
Assistant Secretary
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EXHIBIT INDEX
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Exhibit
Number
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Description of Exhibit
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1.1
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Underwriting Agreement, dated as of August 17, 2011, by and among the Company, Citigroup Global Markets Inc. and Wells Fargo Securities, LLC, as Representatives of the several
Underwriters named therein, relating to the Notes.
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4.1
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Form of 3.650% Note due 2018.
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5.1
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Opinion of Sidley Austin LLP relating to the Notes.
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Western Union (NYSE:WU)
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