8-KOther EventsExhibits & Filings

VISA INC. 8-K Report, Corporate Update (Jul 5, 2018)

Filed July 5, 2018For Securities:V

Summary

Visa Inc. (V) filed an 8-K on July 5, 2018, to announce a change in the conversion rate for its Class B common stock. This adjustment stems from a $600 million deposit made into a U.S. litigation escrow account on June 28, 2018, as part of its U.S. retrospective responsibility plan. The deposit triggered a recalculation of the conversion rate, which decreased from 1.6483 to 1.6298, effective as of June 28, 2018. This adjustment has led to a reduction in the total number of Class B common stock shares on an as-converted basis, decreasing by 4,534,312 shares from 404,671,213 to 400,136,901. The calculations for both the deposit and the conversion rate were performed in accordance with the company's certificate of incorporation, utilizing the volume-weighted average price over a seven-day period from June 25, 2018, to July 3, 2018. Investors should note this change impacts the potential share count associated with Class B stock.

Key Highlights

  • 1Visa Inc. announced a new conversion rate for its Class B common stock effective June 28, 2018.
  • 2A deposit of $600 million was made into a U.S. litigation escrow account on June 28, 2018.
  • 3The conversion rate for Class B common stock decreased from 1.6483 to 1.6298.
  • 4The total as-converted Class B common stock share count was reduced by 4,534,312 shares.
  • 5The new as-converted share count for Class B common stock is 400,136,901.
  • 6Calculations were performed in accordance with the company's certificate of incorporation.
  • 7The volume-weighted average price over a 7-day period (June 25, 2018 - July 3, 2018) was used for the calculation.

Frequently Asked Questions

The 8-K filing is to announce an adjustment to the conversion rate of Visa's Class B common stock and the resulting decrease in the total as-converted share count. This was triggered by a $600 million deposit into a U.S. litigation escrow account.

The $600 million deposit into the U.S. litigation escrow account, as part of Visa's retrospective responsibility plan, caused a decrease in the conversion rate of its Class B common stock. This directly reduces the total number of Class B shares on an as-converted basis.

The conversion rate for Class B common stock decreased from 1.6483 to 1.6298, effective June 28, 2018. Consequently, the as-converted share count for Class B common stock was reduced by 4,534,312, bringing the total down to 400,136,901 shares.

The calculations for the deposit and the conversion rate adjustment were performed in accordance with Visa's certificate of incorporation. This involved using the volume-weighted average price of the stock over a specific seven-day pricing period, from June 25, 2018, through July 3, 2018.