UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2017
VISA INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware (State or Other Jurisdiction of Incorporation or Organization) | | 001-33977 (Commission File Number) | | 26-0267673 (I.R.S. Employer Identification No.) |
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P.O. Box 8999 San Francisco, California (Address of Principal Executive Offices) | | 94128-8999 (Zip Code) |
Registrant’s telephone number, including area code: (650)432-3200
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On May 31, 2017, Visa Inc. (the “Company”), in connection with a registered underwritten public offering of its class A common stock (the “Offering”), entered into an underwriting agreement (the “Underwriting Agreement”) with Visa Foundation (the “Selling Stockholder”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the “Underwriter”), pursuant to which the Selling Stockholder agreed to sell to the Underwriter an aggregate of 2,199,180 shares of class A common stock of the Company. The Company did not receive any proceeds from the sale of shares of class A common stock by the Selling Stockholder.
A copy of the Underwriting Agreement is contained in Exhibit 1.1 hereto, which exhibit is incorporated by reference into this Item 8.01. The above description is qualified in its entirety by reference to such exhibit.
A copy of the Underwriting Agreement has been included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about the Company or the Selling Stockholder. The representations, warranties and covenants contained in the Underwriting Agreement were made solely for purposes of the Offering and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Underwriting Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| 1.1 | | Underwriting Agreement dated May 31, 2017 among Visa Inc., Visa Foundation and Merrill Lynch, Pierce, Fenner & Smith Incorporated |
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.
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| | | | VISA INC. |
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| Date: June 6, 2017 | | | | By: | | /s/ Vasant M. Prabhu |
| | | | | | Name: Vasant M. Prabhu |
| | | | | | Title: Chief Financial Officer |
INDEX TO EXHIBITS
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Exhibit Number | | Description |
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| 1.1 | | Underwriting Agreement dated May 31, 2017 among Visa Inc. Visa Foundation and Merrill Lynch, Pierce, Fenner & Smith Incorporated |
