On March 9, 2026, The Western Union Company (the “Company”) completed the offering and sale of $450,000,000 aggregate principal amount of its 4.750% Notes due 2029 (the “Notes”) pursuant to an Underwriting Agreement, dated February 26, 2026 (the “Underwriting Agreement”), entered into by the Company with Citigroup Global Markets Inc., BofA Securities, Inc., U.S. Bancorp Investments, 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. 333-290539), and pursuant to the Indenture, dated as of November 17, 2006, as supplemented by the First Supplemental Indenture, dated as of September 6, 2007, and the Second Supplemental Indenture, dated as of May 3, 2019, each between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Base Trustee”), and as further supplemented by the Third Supplemental Indenture, dated as of March 9, 2026, by and among the Company, U.S. Bank Trust Company, National Association, as series trustee, and the Base 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 Third Supplemental Indenture and the form of the 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:
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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 February 26, 2026, by and among the Company, Citigroup Global Markets Inc., BofA Securities, Inc., U.S. Bancorp Investments, Inc. and Wells Fargo Securities, LLC, as Representatives of the several Underwriters named therein. |
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| 4.1 |
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Third Supplemental Indenture, dated as of March 9, 2026, by and among The Western Union Company, Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as base trustee, and U.S. Bank Trust Company, National Association, as series trustee. |
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| 4.2 |
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Form of 4.750% Notes due 2029 (included in Exhibit 4.1 hereto). |
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| 5.1 |
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Opinion of Sidley Austin LLP relating to the Notes. |
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| 23.1 |
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Consent of Sidley Austin LLP (included in Exhibit 5.1 hereto). |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |