Western Union CO — Capital/Financing Update 2017

Mar 15, 2017

8-K 1 western3226441-8k.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

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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): March 15, 2017 ________________________

THE WESTERN UNION COMPANY (Exact name of registrant as specified in its charter) ________________________

Delaware	001-32903	20-4531180
(State or other jurisdiction	(Commission File	(I.R.S. Employer
of incorporation)	Number)	Identification No.)

12500 East Belford Avenue
Englewood, Colorado	80112
(Address of principal executive offices)	(Zip Code)

(866) 405-5012 (Registrant’s 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:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- | | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |

Item 8.01 Other Events.

On March 15, 2017, The Western Union Company (the “Company”) completed the offering and sale of $400,000,000 aggregate principal amount of its 3.600% Notes due 2022 (the “Notes”) pursuant to an Underwriting Agreement, dated March 8, 2017 (the “Underwriting Agreement”), entered into by the Company with Barclays Capital Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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. 333-213943), 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 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 March 15, 2017. 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 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 March 8,
2017, by and among the Company, Barclays Capital Inc., Citigroup Global Markets
Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
Representatives of the several Underwriters named therein, relating to the
Notes.
4.1	Form of
3.600% Note due 2022.
5.1	Opinion of Sidley Austin LLP relating to the
Notes.

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.

| THE

WESTERN UNION COMPANY — By:	/s/ Darren A. Dragovich
Name:	Darren A.
Dragovich
Title:	Vice President
and Assistant Secretary

EXHIBIT INDEX

Exhibit
Number	Description of
Exhibit
1.1	Underwriting
Agreement, dated as of March 8, 2017, by and among the Company, Barclays
Capital Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as Representatives of the several
Underwriters named therein, relating to the Notes.
4.1	Form of 3.600% Note due

1. | | 5.1 | Opinion of Sidley Austin LLP relating to the Notes. |