8-KOther EventsExhibits & Filings

VISA INC. 8-K Report, Corporate Update (Dec 22, 2008)

Filed December 22, 2008For Securities:V

Summary

Visa Inc. (V) filed an 8-K report on December 22, 2008, disclosing the deposit of $1.1 billion into a litigation escrow account. This action is to address potential liabilities from certain U.S. litigation matters and was made in accordance with the company's amended and restated Certificate of Incorporation, approved by shareholders on December 16, 2008. This deposit impacts the share count of Class B common stock held by U.S. financial institutions, effectively reducing their converted share count and acting as a repurchase of Class A common stock equivalents.

Key Highlights

  • 1Visa Inc. deposited $1.1 billion into a litigation escrow account on December 22, 2008.
  • 2The deposit is intended to cover potential liabilities from U.S. litigation matters.
  • 3The funding was made possible by shareholder approval of an amended Certificate of Incorporation on December 16, 2008, providing greater funding flexibility.
  • 4The deposit reduces the conversion ratio of Class B common stock from 0.7143 to 0.6296 per Class A share.
  • 5This action effectively reduces the Class B shareholders' converted share count by approximately 20.8 million Class A common stock equivalents.
  • 6The amount per share used for this conversion was based on the volume-weighted average price of Class A common shares over a 15-day trading period ending December 19, 2008.

Frequently Asked Questions

The $1.1 billion was deposited into a litigation escrow account to address potential liabilities related to specific U.S. litigation matters that Visa Inc. is involved in.

The deposit reduces the conversion ratio of Visa's Class B common stock. Each Class B share will now convert into fewer Class A share equivalents, effectively diluting the total converted share count of Class B holders and acting as a repurchase of Class A common stock equivalents.

Under the terms of the retrospective responsibility plan, the expense of this deposit is borne by Visa's U.S. financial institutions, who are the sole holders of Class B shares, through a reduction in their as-converted share count.

The deposit was made possible by Visa's amended and restated Certificate of Incorporation, which was approved by shareholders on December 16, 2008. This amendment granted the company greater flexibility in funding the litigation escrow account.