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.