1.01 Entry into a Material Definitive Agreement.
On May 8, 2024, Visa Inc. (“Visa”) settled its previously announced Class B-1 exchange offer (the “Exchange Offer”), the terms of which were described in the prospectus, dated April 8, 2024, constituting part of Visa’s registration statement on Form S-4, as amended (File No. 333-276747).
In connection with the Exchange Offer, Visa entered into makewhole agreements (collectively, the “Makewhole Agreements”), effective May 6, 2024, with the holders of the Class B-1 common stock accepted in the Exchange Offer and, where applicable, such holders’ respective parent guarantors.
Under the Makewhole Agreements, each participating holder is obligated, after the value of the Class B-2 common stock it received in the Exchange Offer has been depleted through downward conversion rate adjustments, to reimburse Visa in cash for the portion of any future deposit into the U.S. covered litigation escrow account that, but for the holder’s participation in the Exchange Offer, would have been absorbed by such holder through downward adjustments to the conversion rate of the Class B-1 common stock it tendered in the Exchange Offer.
The Makewhole Agreements also provide for the staged transfer of the Class C common stock that participating holders received in the Exchange Offer. A participating holder may only transfer up to one-third of the Class C common stock it received in the Exchange Offer prior to June 20, 2024, and only up to two-thirds of the Class C common stock it received in the Exchange Offer prior to August 4, 2024.
The foregoing description of the Makewhole Agreements does not purport to be complete and is qualified entirely by reference to the Form of the Makewhole Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.
8.01 Other Events.
The information set forth in the first paragraph under Item 1.01 concerning the settlement of the Exchange Offer is incorporated by reference into this Item 8.01.
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