8-KOther EventsExhibits & Filings

VISA INC. 8-K Report, Corporate Update (Feb 7, 2012)

Filed February 7, 2012For Securities:V

Summary

This 8-K filing from Visa Inc. announces a change in the conversion rate for its Class B common stock, effective December 29, 2011. This adjustment stems from a $1.565 billion deposit made into a litigation escrow account as part of the company's retrospective responsibility plan. The conversion rate for Class B common stock decreased from 0.4881 to 0.4254, leading to a reduction in the total number of as-converted Class B shares by approximately 15.4 million. The revised conversion rate was determined based on the volume-weighted average price of Visa's stock over a 30-day period preceding the deposit. This event directly impacts the number of shares underpinning potential future conversions or distributions related to the Class B stock, which is a material consideration for investors holding or monitoring this class of security or understanding the company's overall share structure and contingent liabilities.

Key Highlights

  • 1Visa Inc. announced a new conversion rate for its Class B common stock.
  • 2The change is a result of a $1.565 billion deposit into a litigation escrow account on December 29, 2011.
  • 3The conversion rate for Class B common stock decreased from 0.4881 to 0.4254.
  • 4This decrease effectively reduced the number of as-converted Class B shares by 15,381,045.
  • 5The new number of as-converted Class B shares is 104,452,843.
  • 6The calculation of the conversion rate was based on the volume-weighted average price over a 30-day period (December 22, 2011 - February 6, 2012).

Frequently Asked Questions

The primary reason for the change in the conversion rate is a $1.565 billion deposit made by Visa into a litigation escrow account on December 29, 2011, as part of its retrospective responsibility plan. This deposit triggered an adjustment to the conversion rate for Class B common stock according to the company's charter.

The decrease in the conversion rate has reduced the total number of as-converted Class B shares by 15,381,045, from 119,833,888 to 104,452,843.

The new conversion rate was determined in accordance with Visa's certificate of incorporation, using the volume-weighted average price of the company's stock over a 30-day pricing period, which ran from December 22, 2011, through February 6, 2012.

Yes, this is a material event for investors as it directly affects the number of shares underlying Class B common stock. This can have implications for potential future conversions, distributions, or the overall equity structure of Visa Inc., especially concerning contingent liabilities or specific shareholder rights tied to Class B stock.