This webpage is for holders of Series A, B and C Convertible Participating
Preferred Stock (the “Series A, 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, 2022 Release Assessment
The second release assessment of the Series B and Series C Preferred Stock
occurred on June 21, 2022, the sixth 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. The final determination of the release amount was announced on July 8, 2022.
The process was as follows: Visa made “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,
deposited 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 received 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 issued to each holder was 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, 2022, divided by
100. After the issuance of Series A Preferred Stock, the Class A Common
Equivalent Numbers for each series of Preferred Stock were commensurately
reduced to reflect that the Conversion Adjustments had taken place. Notice
of the adjustment is 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 were 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,
2022. Each 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 or transferred to a person eligible to hold Class
A Common Stock.
Please refer to the
Series A, B and C Convertible Participating 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 C Preferred Stock.
Series A, B and C Preferred Stock
The Certificates of Designation for each of the Series A, B and C Preferred
Stock are available at the links below:
Pursuant to the applicable Certificate of Designations for the Series A, B
and C Preferred Stock, shares of Series A, 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 A, B and 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, B and 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 A, B or 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);
-
To effect a corporate name change; 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.
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
A, B or C Preferred Stock, please use the documentation provided through
the links below.
Forms
-
To conduct transfers to another holder of Series A, B or C
Preferred Stock (as applicable), please use the following
documents:
-
Generic Transfer Documents including a Transfer Letter, an Officer's
Certificate and comprehensive Procedures to complete the
Series A, B and C Preferred Stock Transfer Letter and Officer's
Certificate
-
Acknowledgement
to be executed by the party to which your financial institution is
transferring its stock ("transferee")
-
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:
-
Generic Transfer Documents including a Transfer Letter, an Officer's
Certificate and comprehensive Procedures to complete the
Series A, B and C Preferred Stock Transfer Letter and Officer's
Certificate
-
Acknowledgement
to be executed by the party to which your financial institution is
transferring its stock ("transferee")
-
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:
-
To effect a corporate name change for holders of Series A, 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
Please refer to the table below for the current Class A Common Equivalent
Number for the Series A, B and C Preferred Stock, respectively.
|
Date
|
Series A – Class A Common Equivalent Number
|
|
September 24, 2020
|
100.000
|
|
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
|
|
November 24, 2020
|
6.368
|
|
May 25, 2021
|
6.321
|
|
November 30, 2021
|
6.271
|
|
June 1, 2022
|
6.055
|
|
July 29, 2022
|
2.971
|
|
November 30, 2022
|
2.958
|
|
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
|
|
November 24, 2020
|
6.853
|
|
May 25, 2021
|
6.834
|
|
November 30, 2021
|
6.829
|
|
June 1, 2022
|
6.824
|
|
July 29, 2022
|
3.645
|
|
November 30, 2022
|
3.634
|
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 A, B and 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.
www.shareowneronline.com