UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On August 10, 2020, Visa Inc. (the “Company”) announced an offering of $500,000,000 of its 0.750% Senior Notes due 2027 (the “2027 Notes”), $1,000,000,000 of its 1.100% Senior Notes due 2031 (the “2031 Notes”) and $1,750,000,000 of its 2.000% Senior Notes due 2050 (the “2050 Notes,” and together with the 2027 Notes and 2031 Notes, the “Notes”).
The Company received net proceeds of approximately $3.2 billion, after deducting underwriting discounts and estimated offering expenses payable by the Company. The net proceeds from the offering of the 2027 Notes will be used to fund Eligible Green Projects (as defined in the Company’s prospectus supplement dated August 10, 2020) and the net proceeds from the offering of the 2031 Notes and the 2050 Notes will be used for general corporate purposes.
The Notes were offered and sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated August 10, 2020 among the Company and BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, under the Company’s automatic shelf registration statement as amended (the “Registration Statement”) on Form S-3 (Registration No. 333-226396), filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2018. The Company has filed with the SEC a prospectus supplement dated August 10, 2020, together with the accompanying prospectus dated July 27, 2018, relating to the offer and sale of the Notes. The Notes were issued on August 17, 2020 pursuant to the Indenture dated as of December 14, 2015 between the Company and U.S. Bank National Association, as Trustee. The Notes are unsecured obligations of the Company. The Indenture also contains customary event of default provisions. The following table summarizes information about the Notes and the offering thereof.
| Title of securities | 0.750% Senior Notes due 2027 |
1.100% Senior Notes due 2031 |
2.000% Senior Notes due 2050 | |||
| Aggregate principal amount sold |
$500,000,000 | $1,000,000,000 | $1,750,000,000 | |||
| Maturity date |
August 15, 2027 | February 15, 2031 | August 15, 2050 | |||
| Public offering price |
99.891% of the principal amount | 99.546% of the principal amount | 98.928% of the principal amount | |||
| Interest payment dates |
Semi-annually on each February 15 and August 15, commencing on February 15, 2021. | Semi-annually on each February 15 and August 15, commencing on February 15, 2021. | Semi-annually on each February 15 and August 15, commencing on February 15, 2021. | |||
| Coupon |
0.750% | 1.100% | 2.000% | |||
| Optional redemption |
Prior to June 15, 2027, make-whole call at the applicable U.S. treasury rate plus 10 basis points; par call at any time thereafter | Prior to November 15, 2030, make-whole call at the applicable U.S. treasury rate plus 10 basis points; par call at any time thereafter | Prior to February 15, 2050, make-whole call at the applicable U.S. treasury rate plus 15 basis points; par call at any time thereafter | |||
The above description of the Underwriting Agreement, the Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the forms of Notes. Each of the Underwriting Agreement and the forms of the 2027 Notes, 2031 Notes and 2050 Notes are incorporated by reference into the Registration Statement and are attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively. The Indenture was previously incorporated by reference into the Registration Statement pursuant to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 14, 2015. An opinion regarding the legality of the Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1; and a consent relating to such incorporation of such opinion is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 | Underwriting Agreement dated August 10, 2020 among Visa Inc. and BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein | |
| 4.1 | Form of 0.750% Senior Notes due 2027 | |
| 4.2 | Form of 1.100% Senior Notes due 2031 | |
| 4.3 | Form of 2.000% Senior Notes due 2050 | |
| 5.1 | Opinion of Davis Polk & Wardwell LLP | |
| 23.1 | Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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: August 17, 2020 | By: | /s/ Vasant M. Prabhu | ||||
| Name: | Vasant M. Prabhu | |||||
| Title: | Vice Chairman and Chief Financial Officer | |||||