Visa (NYSE:V) today commenced its previously announced initial
Exchange Offer for any and all outstanding shares of its 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.
In exchange for each share of Class B-1 common stock validly
tendered (and not withdrawn) and accepted for exchange by Visa, a
participating holder will receive:
- one half of a newly issued share of Class B-2 common
stock,
- newly issued shares of Class C common stock in an amount
equivalent to one half of a share of Class B-1 common stock, with
such equivalence based on the respective amounts of Class A common
stock into which Class B-1 common stock and Class C common stock
would be convertible as of the Expiration Date, and
- where applicable, cash in lieu of fractional shares determined
by reference to the reported closing Class A common stock price on
the New York Stock Exchange as of the Expiration Date.
The current rates into which the Class B-1 common stock and
Class C common stock convert into Class A common stock are 1.5875
shares and 4 shares, respectively. Based on these rates, Visa will
issue 0.1984 shares of Class C common stock for each share of Class
B-1 common stock validly tendered and accepted for exchange.
The Exchange Offer will expire at one minute after 11:59 p.m.
New York City time on May 3, 2024, unless extended or earlier
terminated by Visa. Settlement of the shares will be made promptly
following the Expiration Date.
As a condition to participating in the Exchange Offer, each
participating Class B-1 stockholder, together with certain of such
stockholder’s parent entities as parent guarantors, must enter into
a makewhole agreement pursuant to which the stockholder and its
parent guarantors will agree to reimburse Visa in cash for future
obligations related to certain U.S. covered litigation that, but
for its participation in the Exchange Offer, would have otherwise
been borne by such holder through its ownership of Class B-1 common
stock.
Visa’s Class B-1 stockholders are not obligated to participate
in the Exchange Offer, and no action is required by Class B-1
stockholders who do not elect to participate.
The Exchange Offer is being made upon the terms and subject to
the conditions set forth in the Prospectus to be filed with the SEC
today.
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 is being made solely by the Prospectus. The
Prospectus will contain important information about the Exchange
Offer, Visa and related matters, and Visa will cause the Prospectus
to be delivered to Class B-1 stockholders. CLASS B-1 STOCKHOLDERS
ARE URGED TO READ THE PROSPECTUS, THE LETTER OF TRANSMITTAL AND ANY
OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME
AVAILABLE AND BEFORE MAKING ANY INVESTMENT DECISION, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION.
Visa has engaged Equiniti Trust Company, LLC and D.F. King &
Co., Inc. to act respectively as exchange agent (the “Exchange
Agent”) and information agent (the “Information Agent”) for the
Exchange Offer. To obtain copies of the Prospectus, the Letter of
Transmittal and other related documents, or for questions about the
terms of the Exchange Offer or how to participate, you may contact
the Information Agent toll-free at (800) 628-8509 (for
stockholders) or collect at (212) 269-5550 (for brokers).
None of Visa, its directors, officers and employees, the
Exchange Agent or the Information Agent, any of Visa’s financial
advisors nor any of their respective directors or officers makes
any recommendation as to whether Class B-1 stockholders should
participate in the Exchange Offer.
Visa will also file with the SEC a Schedule TO, which will
contain important information about the Exchange Offer.
Class B-1 stockholders may obtain 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 free of charge at the SEC’s
website at www.sec.gov.
The Class B-1 common stock is held predominantly by banks, bank
holding companies, credit unions and other financial institutions
or affiliates of financial institutions that may be subject to
comprehensive federal or state regulation and regulatory
supervision. Visa has not assessed, and can provide no assurance as
to, the suitability of a Class B-1 stockholder’s participation in
the Exchange Offer, including the requirement to enter into and
perform under a makewhole agreement, under the various regulatory
regimes that may apply to any particular Class B-1 stockholder or
its parent guarantors. In addition, Visa understands that some
current or former Class B-1 stockholders have entered into swap or
other derivative contracts or transactions with other current or
former Class B-1 stockholders concerning the Class B-1 common
stock. Visa is not a party to these contracts or transactions, and
Visa cannot and will not advise on the effects the Exchange Offer,
including obligations under a makewhole agreement, may have on any
Class B-1 stockholder’s rights or obligations under any such swap
or other derivative contract or transaction. Each Class B-1
stockholder considering whether to participate in the Exchange
Offer is therefore urged to consult with its own legal and
regulatory advisors.
Forward-Looking Statements
This communication contains forward-looking statements that
relate to, among other things, the timing and 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240408104053/en/
Investor Relations: InvestorRelations@visa.com
Media Relations: Press@visa.com
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