This webpage is for holders of Series B and Series C Participating Preferred Stock (the “Series B and Series C
Preferred Stock”) of Visa Inc. (the "Company") related to the Company’s acquisition of Visa Europe Limited and those
parties interested in transferring their Preferred Stock to another party.
June 21, 2020 Release Assessment
The first release assessment of the Series B and Series C Preferred Stock occurred on June 21, 2020, the fourth
anniversary of the closing of the Visa Europe transaction. As required by the Litigation Management Deed (the
“LMD”), at each release assessment, Visa, in consultation with the Litigation Management Committee comprising
representatives of former Visa Europe members (the “LMC”), performs a conservative assessment of the ongoing risk of
liability to Visa and its subsidiaries arising from certain existing and potential litigation relating to the
setting of multilateral interchange fee rates in the Visa Europe territory. Please see below for the final
determination of the release amount announced on September 1, 2020.
Visa will make “Conversion Adjustments” to the Class A Common Equivalent Numbers separately for the B and C Series
Preferred Stock. On the deposit date, Visa’s transfer agent, EQ Shareowner Services, will deposit Series A Preferred
Stock proportional to the release amounts into the account for the stockholders based on their ownership as of the
record date. Holders will receive a notification outlining the Conversion Adjustment calculation and setting forth
the record date and deposit date.
As described in the Certificates of Designations, the number of shares of Series A Preferred Stock to be issued to
each holder will be equal to the Liability Coverage Reduction Amount divided by the number of shares of the
applicable series of Preferred Stock then outstanding divided by the per-share Fair Market Value of the Class A
Common Stock as of June 21, 2020, divided by 100. Upon the issuance of Series A Preferred Stock, the Class A Common
Equivalent Numbers for each series of Preferred Stock will be commensurately reduced to reflect that the Conversion
Adjustments have taken place. Notice of the adjustment will be posted on this website below.
The holders of Series B and Series C Preferred Stock will receive whole shares of Series A Preferred Stock and any
fractional shares will be paid in cash equal to such fractional amount multiplied by 100 times the Fair Market Value
per share of the applicable class of stock, as of June 21, 2020. The Series A Preferred Stock can be
automatically converted into one hundred (100) shares of freely tradeable Class A Common Stock in connection with a
sale by the holder to a person eligible to hold Class A Common Stock.
Please refer to the Series
B and Series C Convertible Preferred Stock (FAQs) for more information and to review the most commonly
requested information and background relating to ownership rights, conversions and adjustments, and limitations on
transfers of our Series B and Series C Preferred Stock.
Series B and Series C Preferred Stock
The Certificates of Designation for each of the Series B and the Series C Preferred Stock are available at the links
below:
Pursuant to the applicable Certificate of Designation for the Series B and the Series C Preferred Stock, shares of
Series B and Series C Preferred stock may only be transferred in specified circumstances described below under the
heading “Permitted Transfers.”
NOTE THAT THE PREFERRED STOCK HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, AND THAT THE SHARES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THE CERTIFICATES OF DESIGNATIONS WITH RESPECT TO SUCH SHARES, A
COPY OF WHICH IS ON FILE WITH THE COMPANY'S CORPORATE SECRETARY. THERE IS NO PUBLIC MARKET FOR THE SHARES OF
PREFERRED STOCK AND NONE IS EXPECTED TO DEVELOP. ACCORDINGLY, IT MAY NOT BE POSSIBLE FOR ANY HOLDER TO LIQUIDATE
ITS HOLDING OF PREFERRED STOCK UNTIL CONVERTED AS SET OUT IN THE CERTIFICATES OF DESIGNATIONS.
We have identified several scenarios that are most relevant and applicable to the holders of our Series B and Series
C Preferred Stock, and this web page is intended to assist those stockholders: (1) to determine whether their
proposed transfer scenario is permitted; and (2) to obtain the forms needed to commence the transfer request
process.
Permitted Transfers
The following are permitted transfers (“Permitted Transfers”) under the Certificates of Designations for Series A,
Series B and Series C Preferred Stock, and may be arranged through EQ Shareowner Services, Visa’s Transfer Agent,
using the guidance on this webpage:
- Transfers to any person entitled to receive shares of Series B Preferred Stock or Series C Preferred Stock under
the Amended and Restated Transaction Agreement, dated May 10, 2016, between the Company and Visa Europe Limited;
- Transfers to any eligible holder of Class B common stock of the Company (in accordance with the current Amended
and Restated Certificate of Incorporation of the Company);
- Transfers to such holder’s Group Members (as defined below);
- Transfers to the Company; or
- Sales of Series A Preferred Stock to the public market.
A “Group Member” means any person who directly or indirectly (a) wholly owns the transferring holder, (b) is wholly
owned by the transferring holder or (c) is wholly owned by any person that directly or indirectly wholly owns the
transferring holder.
Please access our Series
B and Series C Convertible Preferred Stock (FAQs) for more information and to review the most commonly
requested information and background relating to ownership rights, conversions and adjustments, and limitations on
transfers of our Series B and Series C Preferred Stock. For information on Permitted Transfers not addressed on this
website, please contact Visa's Transfer Agent, EQ Shareowner Services at the number listed below.
Please visit the Shareowner Online website at www.shareowneronline.com where you
can access your shareowner account information, change your registered address, update your email address, sign up
for wire transfers of your dividend payments, request replacements for outstanding checks, and sign up for
e-delivery of your account statement and tax forms.
If, having reviewed all of the terms and conditions related to Permitted Transfers, you have determined that you wish
to effect a transfer of Series B or C Preferred Stock, please use the documentation provided through the links
below.
Forms
- To conduct transfers to another holder of Series B Preferred Stock or Series C Preferred Stock (as
applicable), please use the following documents:
Applicable tax forms submitted by the transferee to which your financial institution is transferring its
stock. W-9 or W-8BEN-E (or the appropriate Form W-8 for your
institution) Tax Forms
- To conduct transfers to an eligible holder of Class B common stock of the Company, please use the
following documents:
Applicable tax forms submitted by the transferee to which your financial institution is transferring its
stock. W-9 or W-8BEN-E (or the appropriate Form W-8 for your
institution) Tax Forms
- To conduct transfers to a Group Member, please use the following documents:
Applicable tax forms submitted by the transferee to which your financial institution is transferring its
stock. W-9 or W-8BEN-E (or the appropriate Form W-8 for your
institution) Tax Forms
- To effect a corporate name change for holders of Series B or C Preferred Stock, please use the
following documents:
- Corporate
Name Change documents including an Officer's Certificate, a Legal Name Change Form, W-9 or W-8BEN-E (or the appropriate Form W-8 for
your institution) and comprehensive Procedures to complete the Officer's Certificate and Legal Name Change
Form
- To conduct a conversion and sale of Series A Preferred Stock to the public market, please visit EQ’s
website at:
All originally executed documents must be delivered to EQ Shareowner Services via mail or courier at the
following address:
Via Mail:
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
Via Courier:
EQ
Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
Telephone:
From within the U.S. 1-866-456-9417
Telephone: From outside the U.S. +1-651-306-4433
Email: visa@equiniti.com
Frequently
Asked Questions for Series B and Series C Preferred Stockholders
These FAQs are intended to address questions or concerns that our Series B and Series C Preferred stockholders may
have regarding transfer restrictions, ownership limitations or otherwise.
Please refer to the table below
for the current Class A Common Equivalent Number for the Series B & Series C Preferred Stock, respectively.
On September 1, the Company announced its first release assessment for Series B and C Preferred Stock. The Conversion
Adjustments of 6.388 for Series B Preferred Stock and 6.861 for Series C Preferred Stock will take effect on
September 24, 2020.
For more information, please visit our SEC filing, Form 8-K filed September 1, 2020 at https://www.sec.gov/ix?doc=/Archives/edgar/data/1403161/000140316120000053/v-20200901.htm
|
Date
|
Series B – Class A Common Equivalent Number
|
|
June 21, 2016
|
13.952
|
|
February 14, 2017
|
13.388
|
|
May 17, 2017
|
13.077
|
|
November 20, 2017
|
12.966
|
|
May 21, 2018
|
12.955
|
|
November 28, 2018
|
12.939
|
|
May 29, 2019
|
12.936
|
|
May 14, 2020
|
12.775
|
|
September 24, 2020
|
6.387
|
|
Date
|
Series C – Class A Common Equivalent Number
|
|
June 21, 2016
|
13.952
|
|
February 14, 2017
|
13.948
|
|
November 20, 2017
|
13.893
|
|
May 21, 2018
|
13.888
|
|
November 28, 2018
|
13.886
|
|
May 29, 2019
|
13.884
|
|
May 14, 2020
|
13.722
|
|
September 24, 2020
|
6.861
|
The Company’s Class A Common Equivalent Number for Series B and Series C Preferred Stock may be adjusted from time to
time in connection with release assessments or to compensate the Company for any losses arising out of or resulting
from Covered Claims, under the terms of the Litigation Management Deed, dated June 21, 2016.
You can access the FAQ materials through the following link:
If you have any questions regarding the rights and responsibilities of Series B and Series C Preferred Stockholders
or the procedures and forms needed to transfer stock, please refer to the FAQ materials through the link above or
contact EQ Shareowner Services,
where representatives are available to answer your questions and provide assistance.
Telephone: From within the U.S. 1-866-456-9417
Telephone: From outside the U.S. +1-651-306-4433
Via Mail:
EQ Shareowner Services
P.O. Box 64874
St. Paul, MN 55164-0874
Via Courier:
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
www.shareowneronline.com