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, 2022 Notes and 2025 Notes matured on December 14, 2020,
December 14, 2022 and December 14, 2025, respectively. The Company paid the
principal amount of $3 billion, $2.25 billion and $4 billion, respectively, in
accordance with the Indenture. The definitive forms of note representing the
2020 Notes, 2022 Notes and 2025 Notes were filed as Exhibit 4.3, Exhibit 4.4
and Exhibit 4.5, 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
|