This Issuer Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed by Visa Inc., a Delaware corporation (“Visa”). This Schedule TO relates to the offer by Visa to exchange (the “Exchange Offer”) any and all outstanding shares of its Class B-1 common stock, par value $0.0001 per share (“Class B-1 common stock”), for a combination of Visa’s Class B-2 common stock, par value $0.0001 per share (“Class B-2 common stock”), Visa’s Class C common stock, par value $0.0001 per share (“Class C common stock”), and, where applicable, cash in lieu of fractional shares, upon the terms and subject to the conditions set forth in the Prospectus, dated April 8, 2024 (the “Prospectus”) forming part of the Registration Statement (as defined below) and the Letter of Election and Transmittal (the “Letter of Transmittal”), copies of which are filed herewith as Exhibits (a)(4) and (a)(1)(A), respectively.
As a condition to participating in the Exchange Offer, each exchanging Class B-1 common stockholder, together with its respective Parent Guarantors (as defined in the Prospectus), will be required to enter into an agreement (the “Makewhole Agreement”) to reimburse Visa in cash for future obligations related to certain U.S. covered litigation (as further described in the Prospectus) that, but for its participation in the Exchange Offer, would have otherwise been borne by such holder through its ownership of Class B-1 common stock. A copy of the form of Makewhole Agreement is filed herewith as Exhibit (a)(1)(B).
To participate in the Exchange Offer, Class B-1 common stockholders must deliver executed copies of the Letter of Transmittal and the Makewhole Agreement, including any required attachments thereto, to Equiniti Trust Company, LLC (the “Exchange Agent”), as more fully described in the Prospectus and the Letter of Transmittal. Such documentation may be sent to the Exchange Agent’s address set forth in the Prospectus and the Letter of Transmittal or submitted through the Exchange Agent’s online portal (the “EQ Portal”) at vote.proxyonline.com/Visa/19596/. A copy of the instruction letter regarding the use of the EQ Portal (the “EQ Instruction Letter”) is filed herewith as Exhibit (a)(1)(C).
In connection with the Exchange Offer, Visa has filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended, a registration statement on Form S-4 (Registration No. 333-276747) (as amended through the date hereof, the “Registration Statement”) to register the shares of Class B-2 common stock and Class C common stock offered in exchange for shares of Class B-1 common stock tendered in the Exchange Offer, as well as the shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), into which the shares of Class B-2 common stock and Class C common stock are convertible.
As permitted by General Instruction F to Schedule TO, the information set forth in the Prospectus, the Letter of Transmittal, the Makewhole Agreement and the EQ Instruction Letter, copies of which are filed herewith as Exhibits (a)(4), (a)(1)(A), (a)(1)(B) and (a)(1)(C), respectively, is hereby expressly incorporated by reference in response to all the items of this Schedule TO, except as otherwise set forth below.
Item 1. Summary Term Sheet.
Summary Term Sheet. The information set forth in the sections of the Prospectus entitled “Questions and Answers About the Exchange Offer” and “Summary” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name and Address. The name of the issuer is Visa Inc. The principal executive offices of Visa are located at P.O. Box 8999, San Francisco, California 94128-8999. Its telephone number is (650) 432-3200.
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