MasterCard closes $3 billion five-year revolving credit facility

By Marisa Wong

Madison, Wis., Nov. 21 - MasterCard Inc. entered into a $3 billion committed unsecured revolving credit facility on Nov. 16, according to an 8-K filed Wednesday with the Securities and Exchange Commission.

The credit facility, which expires on Nov. 16, 2017, replaces the company's prior $2.75 billion credit facility, which was set to expire on Nov. 22, 2013 for the $400 million of revolving commitments and on Nov. 21, 2014 for the remaining $2.35 million of commitments.

Interest is equal to Libor plus 69 basis points to 120 bps. The applicable margin is based on the company's long-term issuer rating.

The facility fee, 6 bps to 17.5 bps, is also based on the long-term rating.

Borrowings are available for general corporate purposes.

Terms of the credit facility include, among others,

• A financial covenant that requires the company to maintain a maximum consolidated leverage ratio of not greater than 3.50 to 1.00;

• Restrictive covenants that limit the company's ability to create liens, excluding, among other things, liens not exceeding the lesser of $400 million and 4% of the company's consolidated total assets; effect fundamental changes to MasterCard and its subsidiaries; dispose of assets outside of the ordinary course of business, excluding the sale of property in any 12-month period not exceeding 25% of consolidated total assets; engage in transactions with affiliates; and enter into new lines of business, which would result in a change in the company's primary business; and

• The option to prepay, terminate or reduce commitments under the credit facility at any time without penalty in minimum amounts of $10 million.

Citibank, NA is the managing administrative agent; JPMorgan Chase Bank, NA is administrative agent; Citigroup Global Markets Inc. and J.P. Morgan Securities, Inc. are lead arrangers; and Bank of China, New York Branch, Lloyds Securities Inc., RBS Securities, Inc., Bank of Tokyo-Mitsubishi UFJ, Ltd. and U.S. Bank, NA are joint lead arrangers and documentation agents.

MasterCard is a Purchase, N.Y., global payment solutions company.

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