On December 9, 2015, Visa Inc. (the “Company”) announced an offering of $1,750,000,000 of its 1.200% Senior Notes due 2017 (the “2017 Notes”), $3,000,000,000 of its 2.200% Senior Notes due 2020 (the “2020 Notes”), $2,250,000,000 of its 2.800% Senior Notes due 2022 (the “2022 Notes”), $4,000,000,000 of its 3.150% Senior Notes due 2025 (the “2025 Notes”), $1,500,000,000 of its 4.150% Senior Notes due 2035 (the “2035 Notes”) and $3,500,000,000 of its 4.300% Senior Notes due 2045 (the “2045 Notes” and, together with the 2017 Notes, 2020 Notes, 2022 Notes, 2025 Notes and 2035 Notes, the “2015 Issued Notes”).
The Company received net proceeds of approximately $15.9 billion, after deducting underwriting discounts and estimated offering expenses payable by the Company. The net proceeds will be used to fund a portion of the up-front cash consideration of the purchase price for the planned acquisition of Visa Europe Limited, which is more fully described in the Company’s current report on Form 8-K filed on November 2, 2015, and the remainder will be used for general corporate purposes.
On September 11, 2017, the “Company” called for redemption all of the $1.75 billion principal amount outstanding of the 2017 Notes in accordance with the optional redemption provisions applicable thereto, as set forth in Article 3 of the Indenture dated as of December 14, 2015 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) as trustee, and in the definitive form of note representing the 2017 Notes. The Indenture and the 2017 Note were filed as Exhibit 4.1 and Exhibit 4.2, respectively, to the Company’s current report on Form 8-K filed on December 14, 2015.
The redemption date for the 2017 Notes was October 11, 2017. The redemption price for the 2017 Notes will be calculated in accordance with the Indenture and the Note and will be equal to the greater of:
- 100% of the principal amount of the 2017 Notes, and
- the sum of the present values of the remaining scheduled payments of principal and interest on the 2017 Notes to December 14, 2017 (exclusive of interest accrued to October 11, 2017) discounted to October 11, 2017 on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Note) plus 5 basis points, plus, in either case, accrued and unpaid interest on the principal amount of the 2017 Notes being redeemed to, but not including, October 11, 2017.
The 2020 Notes and 2022 Notes matured on December 14, 2020 and December 14, 2022, respectively. The Company paid the principal amount of $3 billion and $2.25 billion, respectively, in accordance with the Indenture. The definitive forms of note representing the 2020 Notes and 2022 Notes were filed as Exhibit 4.2 and Exhibit 4.3, respectively, to the Company's current report on Form 8-K filed on December 14, 2015.
The 2015 Issued Notes are unsecured obligations of the Company. The Indenture also contains customary event of default provisions. The following table summarizes information about the 2015 Issued Notes and the offering thereof.
Title of Securities:
|
1.200% Senior Notes due 2017
|
2.200% Senior Notes due 2020
|
2.800% Senior Notes due 2022
|
3.150% Senior Notes due 2025
|
4.150% Senior Notes due 2035
|
4.300% Senior Notes due 2045
|
Aggregate principal amount sold:
|
$1,750,000,000
|
$3,000,000,000
|
$2,250,000,000
|
$4,000,000,000
|
$1,500,000,000
|
$3,500,000,000
|
|
Maturity date:
|
December 14, 2017
|
December 14, 2020
|
December 14, 2022
|
December 14, 2025
|
December 14, 2035
|
December 14, 2045
|
Public offering price:
|
99.947% of the principal amount
|
99.915% of the principal amount
|
99.861% of the principal amount
|
99.634% of the principal amount
|
99.865% of the principal amount
|
99.833% of the principal amount
|
Interest payment dates:
|
Semi-annually on each June 14 and December 14, commencing on June 14, 2016
|
Semi-annually on each June 14 and December 14, commencing on June 14, 2016
|
Semi-annually on each June 14 and December 14, commencing on June 14, 2016
|
Semi-annually on each June 14 and December 14, commencing on June 14, 2016
|
Semi-annually on each June 14 and December 14, commencing on June 14, 2016
|
Semi-annually on each June 14 and December 14, commencing on June 14, 2016
|
Interest rate:
|
1.200%
|
2.200%
|
2.800%
|
3.150%
|
4.150%
|
4.300%
|
Optional redemption:
|
Make-whole call at treasury rate plus 5 basis points
|
Prior to November 14, 2020, make- whole call at treasury rate plus 10 basis points; par call at any time thereafter
|
Prior to October 14, 2022, make- whole call at treasury rate plus 12.5 basis points; par call at any time thereafter
|
Prior to September 14, 2025, make- whole call at treasury rate plus 15 basis points; par call at any time thereafter
|
Prior to June 14, 2035, make-whole call at treasury rate plus 20 basis points; par call at any time thereafter
|
Prior to June 14, 2045, make-whole call at treasury rate plus 20 basis points; par call at any time thereafter
|
Special Mandatory Redemption:
|
101%
|
101%
|
101%
|
101%
|
None
|
None
|