Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
10 August 2020 - 11:27PM
Edgar (US Regulatory)
Final Term Sheet
Filed Pursuant to Rule 433
Registration Statement No. 333-226396
Supplementing the
Preliminary Prospectus Supplement
dated August 10, 2020 to the
Prospectus dated July 27, 2018
VISA INC.
August 10, 2020
$500,000,000
0.750% Senior Notes due 2027
$1,000,000,000 1.100% Senior Notes due 2031
$1,750,000,000 2.000% Senior Notes due 2050
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Issuer:
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Visa Inc.
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Ratings (Moody’s / S&P):*
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Aa3/AA-
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Aggregate Principal Amount Offered:
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$500,000,000 for the 2027 Notes
$1,000,000,000
for the 2031 Notes
$1,750,000,000 for the 2050 Notes
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Trade Date:
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August 10, 2020
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Settlement Date:
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August 17, 2020 (T+5)
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Maturity Date:
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August 15, 2027 for the 2027 Notes
February 15, 2031 for the 2031 Notes
August 15, 2050
for the 2050 Notes
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Coupon (Interest Rate):
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0.750% per annum for the 2027 Notes
1.100% per
annum for the 2031 Notes
2.000% per annum for the 2050 Notes
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Price to Public (Issue Price):
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99.891% of the principal amount for the 2027 Notes
99.546% of the principal amount for the 2031 Notes
98.928% of the
principal amount for the 2050 Notes
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Net Proceeds (before expenses):
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$497,705,000 for the 2027 Notes
$991,460,000
for the 2031 Notes
$1,718,115,000 for the 2050 Notes
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Yield to Maturity:
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0.766% for the 2027 Notes
1.146% for the 2031
Notes
2.048% for the 2050 Notes
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Spread to Benchmark Treasury:
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T + 35 basis points for the 2027 Notes
T + 57
basis points for the 2031 Notes
T + 82 basis points for the 2050 Notes
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Benchmark Treasury:
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0.375% due July 31, 2027 for the 2027 Notes
0.625% due May 15, 2030 for the 2031 Notes
2.000% due
February 15, 2050 for the 2050 Notes
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Benchmark Treasury Price / Yield:
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99-23/0.416% for the 2027 Notes
100-15/0.576% for the 2031 Notes
119-02/1.228% for the 2050 Notes
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Interest Payment Dates:
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Semi-annually on February 15 and August 15, commencing February 15, 2021 for the 2027 Notes
Semi-annually on February 15 and August 15, commencing February 15, 2021 for the 2031 Notes
Semi-annually on February 15 and August 15, commencing February 15, 2021 for the 2050 Notes
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Optional Redemption Provisions:
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Each series of Notes may be redeemed as a whole or in part, at the Company’s option at any time and from time to time prior to the applicable Par Call Date (as set forth in the table below), at a price equal to the greater of
(1) 100% of the principal amount of such Notes and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon as if the Notes matured on the applicable Par Call Date (exclusive of interest accrued to
the date of redemption) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus
the applicable Spread for such Notes (as set forth in the table below).
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Series
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Par Call Date
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Spread
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2027 Notes
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June 15, 2027
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10 bps
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2031 Notes
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November 15, 2030
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10 bps
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2050 Notes
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February 15, 2050
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15 bps
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Each series of Notes may be redeemed as a whole or in part, at the Company’s option at any time and from time to time on or after the
applicable Par Call Date, at a redemption price equal to 100% of the principal amount of the Notes being redeemed.
In each case, accrued interest will be
payable to, but excluding, the redemption date.
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Denominations:
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$2,000 and integral multiples of $1,000 in excess thereof
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Day Count Convention:
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30/360
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Payment Business Days:
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New York
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CUSIP Number:
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92826C AP7 for the 2027 Notes
92826C AN2 for
the 2031 Notes
92826C AQ5 for the 2050 Notes
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ISIN Number:
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US92826CAP77 for the 2027 Notes
US92826CAN20
for the 2031 Notes
US92826CAQ50 for the 2050 Notes
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Joint Book-Running Managers:
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BofA Securities, Inc.
Deutsche Bank Securities
Inc.
J.P. Morgan Securities LLC
Wells Fargo Securities,
LLC
Barclays Capital Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
HSBC Securities (USA) Inc.
MUFG Securities Americas Inc.
RBC Capital Markets, LLC
Standard Chartered Bank
TD Securities (USA) LLC
Truist Securities, Inc.
U.S. Bancorp Investments,
Inc.
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Co-Managers:
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Loop Capital Markets LLC
Guzman &
Company
Mischler Financial Group, Inc.
Samuel A.
Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time.
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The issuer expects that delivery of the Notes will be made against payment thereof on the fifth
business day following the date of the pricing of the Notes. Pursuant to Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in two business
days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next two succeeding business days will be required, by virtue of the fact that the Notes
initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.
The issuer has filed a registration
statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may obtain a copy of the prospectus by calling BofA Securities, Inc. at 1-800-294-1322, Deutsche Bank Securities Inc. at
1-800-503-4611, J.P. Morgan Securities LLC at
1-212-834-4533 or Wells Fargo Securities, LLC at 1-800-645-3751.
3
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