Visa Announces Expiration and Results of Exchange Offer for Class B-1 Common Stock
06 Mai 2024 - 2:45PM
Business Wire
Visa (NYSE:V) today announced that its Exchange Offer for Class
B‑1 common stock expired on May 3, 2024. The Exchange Offer allowed
each participating holder of Class B‑1 common stock to exchange
their shares of Class B‑1 common stock for a combination of Visa’s
Class B‑2 common stock, Visa’s Class C common stock and, where
applicable, cash in lieu of fractional shares.
Today, Visa has accepted 240,677,470 shares of Class B‑1 common
stock tendered in the Exchange Offer. Based on the number of shares
that were tendered, Visa will issue in exchange:1
- 120,338,683 shares of Class B‑2 common stock;
- 47,759,832 shares of Class C common stock; and
- in lieu of issuing fractional shares, Visa will pay cash based
on the reported closing Class A common stock price on the NYSE as
of the expiration date of $268.49.
The accepted stock represents 98 percent of outstanding Class
B‑1 shares. Settlement of the exchange will be made promptly.
About Visa
Visa (NYSE: V) is a world leader in digital payments,
facilitating transactions between consumers, merchants, financial
institutions and government entities across more than 200 countries
and territories. Our mission is to connect the world through the
most innovative, convenient, reliable and secure payments network,
enabling individuals, businesses and economies to thrive. We
believe that economies that include everyone everywhere, uplift
everyone everywhere and see access as foundational to the future of
money movement. Learn more at Visa.com.
Additional Information and Where to Find It
The Exchange Offer was made solely by the Prospectus. Visa has
also filed with the SEC a Schedule TO, which contains important
information about the Exchange Offer. Copies of the Prospectus, the
Registration Statement, the Schedule TO, the Letter of Transmittal
and other related documents, and any other information that Visa
files electronically with the SEC, may be obtained free of charge
at the SEC’s website at www.sec.gov.
Visa has engaged Equiniti Trust Company, LLC and D.F. King &
Co., Inc. to act respectively as exchange agent and information
agent for the Exchange Offer. To obtain copies of the Prospectus,
the Letter of Transmittal and other related documents and for
questions about the terms of the Exchange Offer, you may contact
the Information Agent toll-free at (800) 628-8509 (for
stockholders) or collect at (212) 269-5550 (for brokers).
Forward-Looking Statements
This communication contains forward-looking statements that
relate to, among other things, the consummation of the Exchange
Offer. Forward-looking statements generally are identified by words
such as “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “may,” “projects,” “outlook,” “could,” “should,” “will,”
“continue” and other similar expressions. All statements other than
statements of historical fact could be forward-looking statements,
which speak only as of the date they are made, are not guarantees
of future events and are subject to certain risks, uncertainties
and other factors, many of which are beyond Visa’s control and are
difficult to predict. Except as required by law, Visa does not
intend to update or revise any forward-looking statements as a
result of new information, future events or otherwise.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to subscribe for, buy
or sell, the solicitation of an offer to subscribe for, buy or sell
or an invitation to subscribe for, buy or sell any securities or
the solicitation of any vote or approval in any jurisdiction
pursuant to or in connection with the Exchange Offer or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
_______________ 1 As of the expiration date, the applicable
Conversion Rate for the Class B‑1 common stock and Class C common
stock was 1.5875 shares of Class A common stock and 4 shares of
Class A common stock, respectively.
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version on businesswire.com: https://www.businesswire.com/news/home/20240506727464/en/
Investor Relations: Jennifer Como, 650-432-7644,
InvestorRelations@visa.com
Media Relations: Fletcher Cook, 650-432-2990, Press@visa.com
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