8-KSecurities & Listing

VISA INC. 8-K Report, Unregistered Securities Sale (Nov 18, 2020)

Filed November 18, 2020For Securities:V

Summary

This 8-K filing from Visa Inc. details unregistered sales of equity securities, specifically the conversion of preferred stock into Class A Common Stock. Between July 31, 2020, and November 18, 2020, Visa issued 17,023,356 shares of its Class A Common Stock to existing stockholders in exchange for their Series A Convertible Participating Preferred Stock or Class C Common Stock. Importantly, these conversions did not result in an increase in Visa's fully-diluted share count, indicating no immediate dilution to existing shareholders from this specific transaction. The filing also provides context on a prior issuance of Series A Preferred Stock on September 24, 2020. In connection with a significant release of funds related to the Visa Europe acquisition, 374,819 shares of Series A Preferred Stock were issued, convertible into 37,481,900 shares of Class A Common Stock. These issuances were conducted under an exemption from registration, relying on Section 3(a)(9) of the Securities Act of 1933.

Key Highlights

  • 1Visa issued 17,023,356 shares of Class A Common Stock through conversions of preferred stock since its Q2 2020 report.
  • 2The conversions involved Series A Convertible Participating Preferred Stock and Class C Common Stock.
  • 3These specific conversions did not increase Visa's fully-diluted share count, suggesting no immediate dilution to existing shareholders.
  • 4The filing references a prior issuance of 374,819 shares of Series A Preferred Stock on September 24, 2020.
  • 5The Series A Preferred Stock issued in September is convertible into 37,481,900 shares of Class A Common Stock.
  • 6The transactions were conducted under the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933.

Frequently Asked Questions

Visa issued Class A Common Stock in exchange for shares of its Series A Convertible Participating Preferred Stock or Class C Common Stock held by existing stockholders.

According to the filing, these specific conversions did not increase Visa's fully-diluted share count, indicating no immediate dilution to existing shareholders from this transaction.

The Series A Preferred Stock was issued in connection with the release of approximately $7.3 billion from Series B and Series C Convertible Participating Preferred Stock on the fourth anniversary of the Visa Europe acquisition transaction.

Visa issued these shares in reliance upon the exemption from registration afforded by Section 3(a)(9) of the Securities Act of 1933, which typically applies to exchanges of securities of the issuer for other securities of the same issuer.