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In exchange for each share of Class B-1 common stock validly tendered (and not withdrawn) and accepted for exchange by Visa, a participating holder will receive: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.
