Visa Inc. Reports Unregistered Equity Sales

TL;DR

Visa sold notes due 2026, 2029, and 2034 - check the details.

AI Summary

On July 10, 2024, Visa Inc. filed an 8-K report detailing unregistered sales of equity securities. The filing indicates the issuance of notes maturing in 2026, 2029, and 2034, with specific details on these transactions being provided within the document.

Why It Matters

This filing provides insight into Visa's capital raising activities and potential future dilution from equity-linked instruments.

Risk Assessment

Risk Level: low — The filing reports on standard financial transactions and does not indicate any immediate or significant risks to the company.

Key Players & Entities

• Visa Inc. (company) — Registrant
• July 10, 2024 (date) — Date of Report
• 2026 (date) — Maturity of Notes
• 2029 (date) — Maturity of Notes
• 2034 (date) — Maturity of Notes

FAQ

Key Financial Figures

• $0.0001 — stered Class A Common Stock, par value $0.0001 per share V New York Stock Exchange 1.
• $2.7 billion — nced that it will release approximately $2.7 billion from its Series B and Series C Converti
• $1.1 b — erage Reduction Amount of approximately $1.1 billion, which will result in a Conversio
• $1.6 b — erage Reduction Amount of approximately $1.6 billion, which will result in a Conversio

Filing Documents

• v-20240710.htm (8-K) — 38KB
• v-20240710_g1.jpg (GRAPHIC) — 15KB
• 0001403161-24-000035.txt ( ) — 232KB
• v-20240710.xsd (EX-101.SCH) — 3KB
• v-20240710_def.xml (EX-101.DEF) — 7KB
• v-20240710_lab.xml (EX-101.LAB) — 29KB
• v-20240710_pre.xml (EX-101.PRE) — 18KB
• v-20240710_htm.xml (XML) — 5KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On July 10, 2024, Visa Inc. ("Visa" or the "Company") announced that it will release approximately $2.7 billion from its Series B and Series C Convertible Participating Preferred Stock ("Series B Preferred Stock" and "Series C Preferred Stock," respectively, and collectively, "Preferred Stock") in connection with the third mandatory release assessment on June 21, 2024, the eighth anniversary of the Visa Europe acquisition transaction and the issuance of the Preferred Stock. As required by the Litigation Management Deed ("LMD") entered into at the time of the transaction, at each release assessment, Visa, in consultation with the Litigation Management Committee comprising representatives of former Visa Europe members ("LMC"), performs a conservative assessment of the ongoing risk of liability to Visa and its subsidiaries arising from certain existing and potential litigation relating to the setting of multilateral interchange fee rates in the Visa Europe territory. Visa and the LMC have followed the procedures identified in the LMD, and the third release amount is now final. The release will result in a downward adjustment of the Class A Common Equivalent Number (as defined in the certificates of designations ("CODs") for the Preferred Stock), and a partial conversion of the Preferred Stock into Series A Convertible Participating Preferred Stock ("Series A Preferred Stock") in accordance with the applicable COD, each of which was filed as an exhibit to Visa's Annual Report on Form 10-K for the fiscal year ended September 30, 2023. The adjustments were calculated in accordance with the CODs using the volume-weighted average price for Visa's Class A Common Stock over the 10-day trading period from June 6, 2024 through June 20, 2024. Effective July 19, 2024 (the "Effective Date"), the Liability Coverage Reduction Amount (as defined in the CODs), Conversion Adjustment (as defined in the CODs) and new Class A Common E

SIGNATURES

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: July 10, 2024 By: /s/ Chris Suh Chris Suh Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR