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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2020

 

VISA INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

001-33977

 

26-0267673

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

P.O. Box 8999

San Francisco, California

 

94128-8999

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (650) 432-3200

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Class A common stock, par value $0.0001 per share

 

V

 

New York Stock Exchange

(Title of Each Class)

 

(Trading Symbol)

 

(Name of Each Exchange on Which Registered)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 8.01. Other Events.

On March 31, 2020, Visa Inc. (the “Company”) announced an offering of $1,500,000,000 of its 1.900% Senior Notes due 2027 (the “2027 Notes”), $1,500,000,000 of its 2.050% Senior Notes due 2030 (the “2030 Notes”) and $1,000,000,000 of its 2.700% Senior Notes due 2040 (the “2040 Notes,” and together with the 2027 Notes and 2030 Notes, the “Notes”).

The Company received net proceeds of approximately $3.96 billion, after deducting underwriting discounts and estimated offering expenses payable by the Company. The net proceeds will be used for general corporate purposes.

The Notes were offered and sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated March 31, 2020 among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, under the Company’s automatic shelf registration statement as amended (the “Registration Statement”) on Form S-3 (Registration No. 333-226396), filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2018. The Company has filed with the SEC a prospectus supplement dated March 31, 2020, together with the accompanying prospectus dated July 27, 2018, relating to the offer and sale of the Notes. The Notes were issued on April 2, 2020 pursuant to the Indenture dated as of December 14, 2015 between the Company and U.S. Bank National Association, as Trustee. The Notes are unsecured obligations of the Company. The Indenture also contains customary event of default provisions. The following table summarizes information about the Notes and the offering thereof.

Title of securities

 

1.900% Senior Notes

due 2027

 

2.050% Senior Notes

due 2030

 

2.700% Senior Notes

due 2040

Aggregate principal amount sold

 

$1,500,000,000

 

$1,500,000,000

 

$1,000,000,000

             

Maturity date

 

April 15, 2027

 

April 15, 2030

 

April 15, 2040

             

Public offering price

 

99.718% of the principal amount

 

99.855% of the principal amount

 

99.264% of the principal amount

             

Interest payment dates

 

Semi-annually on each April 15 and October 15, commencing on October 15, 2020.

 

Semi-annually on each April 15 and October 15, commencing on October 15, 2020.

 

Semi-annually on each April 15 and October 15, commencing on October 15, 2020.

             

Coupon

 

1.900%

 

2.050%

 

2.700%

             

Optional redemption

 

Prior to February 15, 2027, make-whole call at the applicable U.S. treasury rate plus 25 basis points; par call at any time thereafter

 

Prior to January 15, 2030, make-whole call at the applicable U.S. treasury rate plus 25 basis points; par call at any time thereafter

 

Prior to October 15, 2039, make-whole call at the applicable U.S. treasury rate plus 25 basis points; par call at any time thereafter

The above description of the Underwriting Agreement, the Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the forms of Notes. Each of the Underwriting Agreement and the forms of the 2027 Notes, 2030 Notes and 2040 Notes are incorporated by reference into the Registration Statement and are attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively. The Indenture was previously incorporated by reference into the Registration Statement pursuant to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 14, 2015. An opinion regarding the legality of the Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1; and a consent relating to such incorporation of such opinion is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

  1.1

   

Underwriting Agreement dated March 31, 2020 among Visa Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein

         
 

  4.1

   

Form of 1.900% Senior Notes due 2027

         
 

  4.2

   

Form of 2.050% Senior Notes due 2030

         
 

  4.3

   

Form of 2.700% Senior Notes due 2040

         
 

  5.1

   

Opinion of Davis Polk & Wardwell LLP

         
 

23.1

   

Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

         
 

104

   

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

VISA INC.

             

Date: April 2, 2020

 

 

By:

 

/s/ Vasant M. Prabhu

 

 

Name:

 

Vasant M. Prabhu

 

 

Title:

 

Vice Chairman and Chief Financial Officer