Summary
Visa Inc. filed an 8-K on July 6, 2022, to disclose an adjustment to the conversion rate of its Class B common stock. This adjustment stems from a $600 million deposit made on June 29, 2022, into a U.S. litigation escrow account, as part of its U.S. retrospective responsibility plan. The deposit triggered a decrease in the conversion rate for Class B common stock from 1.6181 to 1.6059, effective June 29, 2022.
Key Highlights
- 1Visa Inc. made a $600 million deposit into a U.S. litigation escrow account on June 29, 2022.
- 2This deposit led to a revised conversion rate for Class B common stock, decreasing from 1.6181 to 1.6059.
- 3The conversion rate adjustment is effective as of June 29, 2022.
- 4The adjustment resulted in a reduction of 2,996,326 Class B common stock shares on an as-converted basis, from 397,271,122 to 394,274,796.
- 5The company states this conversion rate adjustment has the same effect on earnings per share as repurchasing Class A common stock.
- 6Calculations for the deposit and conversion rate were performed according to the company's certificate of incorporation, using the volume-weighted average price for the period of June 24, 2022, to July 5, 2022.
Frequently Asked Questions
Visa Inc. filed this 8-K to announce an adjustment to the conversion rate of its Class B common stock due to a recent deposit into a U.S. litigation escrow account.
The $600 million deposit into the litigation escrow account triggered a decrease in the conversion rate for Class B common stock, lowering it from 1.6181 to 1.6059, effective June 29, 2022.
The adjustment reduced the as-converted Class B common stock share count by 2,996,326 shares, bringing the total down from 397,271,122 to 394,274,796.
The company states that this conversion rate adjustment has the same effect on earnings per share as if Visa had repurchased shares of its Class A common stock.