Filed by Visa Inc.
pursuant to Rule 425 under the Securities Act of 1933, as amended
Subject Company: Visa Inc.
Commission File No.: 001-33977
News Release
Visa Commences Exchange Offer for Class B-1 Common Stock
SAN FRANCISCO – April 8, 2024 – 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In exchange for each share of Class B-1 common stock validly tendered (and not withdrawn) and accepted for exchange by Visa, a participating holder will receive: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.
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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.
Investor Relations:
InvestorRelations@visa.com
Media Relations:
Press@visa.com
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