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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): May 6, 2024

 

 

 

LOGO

VISA INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-33977   26-0267673

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

P.O. Box 8999

San Francisco, California

   94128-8999
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 432-3200

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 (see General Instructions A.2. below):

 

☐

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))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class

  

Trading
Symbol

  

Name of each exchange

on which registered

Class A common stock, par value $0.0001 per share   V   New York Stock Exchange
1.500% Senior Notes due 2026   V26   New York Stock Exchange
2.000% Senior Notes due 2029   V29   New York Stock Exchange
2.375% Senior Notes due 2034   V34   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01

Regulation FD Disclosure.

On May 6, 2024, Visa issued a press release announcing the expiration and results of its previously announced offer to exchange shares of Visa’s 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 issuing fractional shares. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. All information in the press release is furnished but not filed.

*  *  *

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number

   

Description

99.1    Press Release dated May 6, 2024.
104    The cover page from this Current Report on Form 8-K (formatted as Inline XBRL).

 

 

2

SIGNATURES

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.

 

  VISA INC.
Date: May 6, 2024     By:  

/s/ Chris Suh

      Name: Chris Suh
    Title:  Chief Financial Officer

 

3

Exhibit 99.1

 

LOGO

News Release

 

 

Visa Announces Expiration and Results of Exchange Offer for Class B-1 Common Stock

 

 

SAN FRANCISCO – May 6, 2024 – 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).

 

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.

 

1

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.

Contacts:

Investor Relations: Jennifer Como, 650-432-7644, InvestorRelations@visa.com

Media Relations: Fletcher Cook, 650-432-2990, Press@visa.com

 

2

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