Filed Pursuant to Rule 424(b)(7)
Registration No. 333-205813
The information in this prospectus supplement and accompanying
prospectus is not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale
is not permitted.
Subject to
Completion
Preliminary Prospectus Supplement dated May 31, 2017
PROSPECTUS SUPPLEMENT
(To prospectus dated May
31, 2017)
2,199,780 Shares
Visa Inc.
Class A Common Stock
The selling
security holder identified in this prospectus supplement is offering 2,199,780 shares of our class A common stock, par value $0.0001 per share. We will not receive any of the proceeds from the sale of the shares.
Our class A common stock is listed on The New York Stock Exchange (the “NYSE”) under the symbol “V.” The last
reported sale price of our class A common stock on the NYSE on May 30, 2017 was $94.72 per share.
Investing in
our class A common stock involves risks. See “
Risk Factors
” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 and other documents incorporated by reference in this prospectus
supplement and accompanying prospectus.
The underwriter has agreed to purchase the shares of class A common stock from the selling
security holder at a price of $ per share, which will result in approximately
$ of total proceeds to the selling security holder. The underwriter may offer the shares of class A common stock from time to time for sale in one
or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the shares of class A common stock will be made on or about
, 2017.
BofA Merrill
Lynch
The date of this prospectus supplement is ,
2017.
TABLE OF CONTENTS
Prospectus Supplement
Prospectus
We and the selling security holder have not, and the underwriter has not, authorized anyone to provide any
information other than that contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus filed by us with the Securities and Exchange Commission (the “SEC”). Neither
we, the selling security holder nor the underwriter take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the selling security holder are not, and the underwriter is
not, making an offer to sell the shares of class A common stock in any jurisdiction where the offer and sale is not permitted. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus, any
free writing prospectus or any document incorporated by reference is accurate as of any date other than their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
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Unless otherwise stated or the context otherwise requires, the terms “Visa,” “we,” “us,” “our,” and
the “Company” refer to Visa Inc. and its subsidiaries, and the term “Visa Europe” refers to Visa Europe Limited and its subsidiaries. The term “selling security holder” refers to the selling security holder named in
this prospectus supplement under the caption “Selling Security Holder.”
“Visa” and our other trademarks included or
incorporated by reference in this prospectus supplement and the accompanying prospectus are Visa’s property. This prospectus supplement and the accompanying prospectus may contain additional trade names and trademarks of other companies. The
use or display of other companies’ trade names or trademarks does not imply our endorsement or sponsorship of, or a relationship with these companies.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain
forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, our future operations, prospects, developments, strategies, growth of our business, industry developments,
integration of Visa Europe, anticipated expansion of our products in certain countries, plans to issue additional debt, expectations regarding litigation, timing and amount of stock repurchases, sufficiency of sources of liquidity and funding,
effectiveness of our risk management programs and expectations regarding the impact of recent accounting pronouncements on our consolidated financial statements. Forward-looking statements generally are identified by words such as
“believes,” “estimates,” “expects,” “intends,” “may,” “projects,” “could,” “should,” “will,” “continue” and other similar expressions. All statements
other than statements of historical fact could be forward-looking statements, which speak only as of the date they are made, are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, many of which
are beyond our control and are difficult to predict. We describe risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, any of these forward-looking statements in
Item
1
—
Business
,
Item 1A
—
Risk Factors
,
Item 7—Management’s Discussion and Analysis of Financial Condition and
Results of Operations
and elsewhere in our Annual Report on Form 10-K for the fiscal
year ended September 30, 2016, which is incorporated by reference herein. Except as required by law, we do not intend to update or revise any forward-looking statements as a result of new information, future events or otherwise.
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SUMMARY
This summary highlights information presented in greater detail elsewhere in this prospectus supplement and accompanying prospectus or
incorporated by reference herein and therein. This summary is not complete and does not contain all the information you should consider before investing in the notes. You should carefully read this entire prospectus supplement and accompanying
prospectus, including the information incorporated by reference from our Annual Report on Form 10-K for the fiscal year ended September 30, 2016 and the other incorporated documents, including “Risk Factors” in such incorporated
documents, as well as our consolidated financial statements, before investing in the shares.
VISA INC.
Visa is a global payments technology company that connects consumers, merchants, financial institutions, businesses, strategic partners and
government entities in more than 200 countries and territories to fast, secure and reliable electronic payments. We enable global commerce through the transfer of value and information among these participants. Our advanced transaction processing
network facilitates authorization, clearing and settlement of payment transactions and enables us to provide our financial institution and merchant clients a wide range of products, platforms and value-added services.
We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at P.O. Box 8999, San Francisco,
California 94128-8999, and our telephone number is (650) 432-3200. Our website address is www.visa.com. This is a textual reference only. The information on, or accessible through, our website is not part of this prospectus supplement or
accompanying prospectus and should not be relied upon in connection with making any investment decision with respect to the shares.
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The Offering
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Shares of class A common stock offered by the selling security holder
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2,199,780 shares of class A common stock, par value $0.0001 per share.
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Trading symbol for our class A common stock
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Our class A common stock is listed on the NYSE under the symbol “V.”
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Use of proceeds
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We will not receive any of the proceeds from the sale of the shares.
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Dividend policy
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We have paid and, subject to legally available funds, expect to continue paying quarterly cash dividends on our outstanding common and preferred stock in the future. However, the declaration and payment of future dividends is at the sole
discretion of our board of directors after taking into account various factors, including our financial condition, settlement indemnifications, operating results, available cash and current and anticipated cash needs. See “Dividend Policy”
for more information.
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Risk factors
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You should carefully consider all of the information contained, or incorporated by reference, in this prospectus supplement prior to investing in the shares of class A common stock offered hereby. In particular, we urge you to carefully consider
the information set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, which is incorporated by reference herein, for a discussion of risks and uncertainties relating to us, our
business and an investment in the shares offered hereby.
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All applicable share, per share and related information in this
prospectus supplement speak as of May 30, 2017, unless otherwise indicated.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares of class A common stock. We will pay the expenses, other than underwriting
discounts and commissions, associated with the sale of shares of class A common stock by the selling security holder.
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PRICE RANGE OF OUR CLASS A COMMON STOCK
Our shares of class A common stock are traded on the NYSE under the symbol “V.” On May 30, 2017, the last reported sale price
for our class A common stock on the NYSE was $94.72 per share. As of May 30, 2017, we had approximately 358 stockholders of record for our class A common stock. The following table sets forth, for the periods indicated, the reported high and
low sale prices for our shares of class A common stock.
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Price Range
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High
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Low
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Year Ending September 30, 2017
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Third Quarter (through May 30, 2017)
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$
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95.38
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$
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88.13
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Second Quarter
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$
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92.05
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$
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78.49
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First Quarter
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$
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83.96
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$
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75.17
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Year Ended September 30, 2016
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Fourth Quarter
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$
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83.79
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$
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73.83
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Third Quarter
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$
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81.73
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$
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73.25
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Second Quarter
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$
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77.00
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$
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66.12
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First Quarter
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$
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81.01
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$
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68.36
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Year Ended September 30, 2015
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Fourth Quarter
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$
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76.92
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$
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60.00
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Third Quarter
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$
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70.69
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$
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64.35
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Second Quarter
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$
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69.66
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61.29
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First Quarter
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$
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67.33
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$
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48.80
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DIVIDEND POLICY
We have paid and, subject to legally available funds, expect to continue paying quarterly cash dividends on our outstanding common and
preferred stock in the future. In January 2017, our board of directors declared a quarterly cash dividend of $0.165 per share of class A common stock (determined, in the case of class B and C common stock and series B and C convertible participating
preferred stock, on an as-converted basis), which was paid on March 7, 2017 to all holders of record of our common and preferred stock as of February 17, 2017. In April 2017, our board of directors declared a quarterly cash dividend of $0.165 per
share of class A common stock (determined, in the case of class B and C common stock and series B and C convertible participating preferred stock, on an as-converted basis), which will be paid on June 6, 2017 to all holders of record of our common
and preferred stock as of May 19, 2017. However, the declaration and payment of future dividends is at the sole discretion of our board of directors after taking into account various factors, including our financial condition, settlement
indemnifications, operating results, available cash and current and anticipated cash needs.
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SELLING SECURITY HOLDER
The selling security holder is Visa Foundation, a nonprofit public benefit corporation organized under the Nonprofit Benefit Corporation Law
of the State of California. As of the date of this prospectus, the selling security holder owns 2,199,780 shares of our class A common stock, representing less than 0.12% of the outstanding class A common stock. The selling security holder is
offering all of its shares of class A common stock and, following the completion of this offering, will no longer own any shares of class A common stock. See “Selling Security Holder” in the accompanying prospectus for more information
about the selling security holder.
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MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS FOR
NON-UNITED STATES HOLDERS OF OUR CLASS A COMMON STOCK
The following is a general discussion of the material United States federal income tax considerations applicable to a
non-U.S. holder (as defined below) with respect to the acquisition, ownership and disposition of shares of our class A common stock as of the date hereof. For purposes of this discussion, you are a non-U.S. holder if for U.S. federal
income tax purposes you are a beneficial owner of our class A common stock that is:
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a nonresident alien individual;
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a foreign corporation; or
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a foreign estate or trust.
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If a partnership (or any other entity treated as a partnership for
United States federal income tax purposes) holds shares of our class A common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. Such a partner or
partnership should consult its tax advisor as to its tax consequences.
This discussion is based on current provisions of the United
States Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary United States Treasury Regulations promulgated thereunder, current administrative rulings and judicial decisions, in each case as in
effect and available as of the date of this prospectus supplement, all of which are subject to change or to differing interpretation, possibly with retroactive effect. Any change could alter the tax consequences to non-U.S. holders described in
this prospectus supplement.
This description addresses only the United States federal income tax considerations of non-U.S. holders that
purchase our class A common stock pursuant to this offering and that will hold our class A common stock as a capital asset. This discussion does not address all aspects of United States federal income and estate taxation that may be
relevant to a particular non-U.S. holder in light of that non-U.S. holder’s individual circumstances nor does it address any aspects of United States state or local or non-U.S. taxation. This discussion also does not
consider any specific facts or circumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S. holders, such as:
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tax-exempt organizations;
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financial institutions;
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dealers or traders subject to a mark-to-market method of tax accounting with respect to our class A common stock;
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partnerships or other pass-through entities;
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controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;
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persons that hold our class A common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; and
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certain former citizens or residents of the United States.
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Such non-U.S. holders are urged to
consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.
Moreover, this description does not address the United States federal gift or alternative minimum tax or Medicare contribution tax
consequences or, except as set forth below, the United States federal estate tax consequences of the acquisition, ownership and disposition of our class A common stock.
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There can be no assurance that the United States Internal Revenue Service (the “IRS”)
will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal income or estate tax consequences to a non-U.S. holder of
the acquisition, ownership, or disposition of our class A common stock.
We urge you to consult your own tax advisor regarding the
U.S. federal, state, local and non-U.S. income and other tax considerations of acquiring, holding and disposing of shares of our class A common stock.
Distributions on Our Class A Common Stock
Distributions on our class A common stock generally will constitute dividends for United States federal income tax purposes to the
extent paid from our current or accumulated earnings and profits, as determined under United States federal income tax principles. If a distribution exceeds our current and accumulated earnings and profits as determined under United States
federal income tax principles, the excess will be treated first as a tax-free return of your adjusted tax basis in our class A common stock and thereafter as capital gain, subject to the tax treatment described below in “—
Sale,
Exchange or Other Taxable Disposition of Our Class A Common Stock
.”
Generally, but subject to the discussions below under
“
Backup Withholding and Information Reporting
” and
“FATCA,”
distributions of cash or property paid to you will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as
may be provided by an applicable United States income tax treaty. You are urged to consult your own tax advisor regarding your entitlement to benefits under a relevant United States income tax treaty.
If you conduct a trade or business within the United States, you generally will be taxed at ordinary United States federal income tax rates
(on a net-income basis) on dividends that are effectively connected with the conduct of such trade or business or, if certain tax treaties apply, on dividends that are attributable to your permanent establishment in the United States, and such
dividends will not be subject to the withholding described above. If you are a non-U.S. corporation, you may also be subject to a 30% branch profits tax unless you qualify for a lower rate under an applicable United States income tax treaty.
To claim the benefit of any applicable United States tax treaty or an exemption from withholding because the income is effectively connected
with the conduct of a trade or business in the United States, you must provide a properly executed IRS Form W-8BEN or W-8BEN-E for treaty benefits or IRS Form W-8ECI for effectively connected income (or such successor form as the IRS
designates), before the distributions are made. These forms must be periodically updated. You may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.
There are certain circumstances in connection with (i) potential additional funding of the escrow account from which settlements of, or
judgments in, the covered litigation, as described in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, which is incorporated by reference in the accompanying prospectus, will be payable which may result in a reduction in
the total number of shares of class A common stock into which our class B common stock may be converted, and (ii) offsetting certain liabilities relating to the VE territory covered litigation which may result in a reduction in the total number
of shares of class A common stock into which our series B or series C convertible participating preferred stock may be converted (each of (i) and (ii), a “Conversion Rate Adjustment”), as discussed under “
Description of
Capital Stock—Description of Common Stock
” and “
Description of Capital Stock—Description of Preferred Stock
” in the accompanying prospectus. We will take the position that a Conversion Rate Adjustment, if
applicable, should not give rise to deemed distributions under Section 305 of the Code to holders of our class A common stock. There can be no assurance, however, that the IRS will not assert that any Conversion Rate Adjustment should be
treated as giving rise to deemed distributions under Section 305 of the Code with respect to the class A common stock. If such a position were successfully asserted, you would, for U.S. federal income tax purposes, be deemed to receive a
distribution
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from us in an amount equal to the value of the increase in your proportionate interest in our earnings and profits or assets reflected in your class A common stock that would result from the
decrease in the total number of shares of class A common stock into which the class B common stock, or series B or series C convertible participating preferred stock, as applicable, may be converted as a result of the Conversion Rate Adjustment. Any
deemed distribution will generally be taxed in the same manner as an actual distribution, as described above. We urge you to consult with your own tax advisor regarding the tax consequences under Section 305 of the Code of any Conversion Rate
Adjustment.
Sale, Exchange or Other Taxable Disposition of Our Class A Common Stock
Generally, but subject to discussions below under “
Backup Withholding and Information Reporting
” and
“FATCA,”
you will not be subject to United States federal income tax or withholding tax on any gain realized on the sale, exchange or other taxable disposition of shares of our class A common stock unless:
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the gain is effectively connected with your conduct of a trade or business in the United States (and if an applicable United States income tax treaty so provides, is also attributable to your permanent establishment in
the United States), in which case you generally will be taxed at the graduated United States federal income tax rates applicable to United States persons and, if you are a non-U.S. corporation, the additional branch profits tax described above in
“Distributions on Our Class A Common Stock” may apply;
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you are an individual who is present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition and certain other conditions are met, in which case you will be subject to a
30% tax on the net gain derived from the disposition, which may be offset by your U.S.-source capital losses, if any; or
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we are or have been a “United States real property holding corporation,” as defined in the Code, at any time within the five-year period preceding the disposition or your holding period, whichever period is
shorter.
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Although there can be no assurance, we do not believe that we are a United States real property holding corporation, or that we
are likely to become one in the future.
U.S. Federal Estate Tax
Individual non-U.S. holders and entities the property of which is potentially includible in such an individual’s gross estate for U.S.
federal estate tax purposes (for example, a trust funded by such an individual and with respect to which the individual has retained certain interests or powers), should note that, absent an applicable treaty exemption, our class A common stock will
be treated as U.S.-situs property subject to U.S. federal estate tax.
Backup Withholding and Information Reporting
Information returns are required to be filed with the IRS in connection with payments of dividends on our class A common stock. Unless you
comply with certification procedures to establish that you are not a U.S. person, information returns may also be filed with the IRS in connection with the proceeds from a sale or other disposition of our class A common stock. You may be subject to
backup withholding on payments on our class A common stock or on the proceeds from a sale or other disposition of our class A common stock effected at a United States office of a broker unless you comply with certification procedures to
establish that you are not a U.S. person or otherwise establish an exemption. Your provision of a properly executed applicable IRS
Form W-8
certifying your non-U.S. status will permit you to avoid backup
withholding. Payment of the proceeds from the sale of our class A common stock effected at a foreign office of a broker generally will not be subject to information reporting or backup withholding. However, a sale effected at a foreign office of a
broker could be
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subject to information reporting in the same manner as a sale within the United States if the broker has certain connections to the United States. Amounts withheld under the backup withholding
rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the required information is timely furnished to the IRS.
FATCA
Provisions of the Code commonly
referred to as “FATCA” require withholding of 30% on payments of dividends on our class A common stock, as well as of gross proceeds of dispositions occurring after December 31, 2018 of our class A common stock, to “foreign
financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to
ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. If
FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). You
should consult your tax advisor regarding the effects of FATCA on your investment in our class A common stock.
The above description
is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our class A common stock. You should consult your own tax advisor concerning the tax consequences of your
particular situation.
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UNDERWRITING
Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as underwriter of the offering. Subject to the terms and conditions set forth
in an underwriting agreement between us, the selling security holder and the underwriter, the selling security holder has agreed to sell to the underwriter, and the underwriter has agreed to purchase from the selling security holder, 2,199,780
shares of our class A common stock.
Subject to the terms and conditions set forth in the underwriting agreement, the underwriter has
agreed to purchase all of the shares sold under the underwriting agreement if any of these shares are purchased.
We and the selling
security holder have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act of 1933, or to contribute to payments the underwriter may be required to make in respect of those liabilities.
The underwriter is offering the shares, subject to prior sale, when, as and if delivered to and accepted by it, subject to approval of legal
matters by its counsel, including the validity of the shares, and other conditions contained in the underwriting agreement, such as the receipt by the underwriter of officer’s certificates and legal opinions. The underwriter reserves the right
to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Commissions and Discounts
The underwriter is purchasing the shares of class A common stock from the selling security holder at
$ per share (representing approximately $ aggregate proceeds to the selling security holder
after the deduction of out-of-pocket expenses of approximately $ , which will be paid by us). The underwriter may offer the shares of class A common stock from time to time
for sale in one or more transactions on the NYSE, in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. In
connection with the sale of the shares of class A common stock offered hereby, the underwriter may be deemed to have received compensation in the form of underwriting discounts. The underwriter may effect such transactions by selling shares of class
A common stock to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriter and/or purchasers of shares of class A common stock for whom they may act as agents or to whom
they may sell as principal.
New York Stock Exchange Listing
The shares are listed on the NYSE under the symbol “V.”
Short Positions
In connection with the
offering, the underwriter may purchase and sell our class A common stock in the open market. These transactions may include short sales and purchases on the open market to cover positions created by short sales. Short sales involve the sale by the
underwriter of a greater number of shares than it is required to purchase in the offering. The underwriter must close out any short position by purchasing shares in the open market. A short position is more likely to be created if the underwriter is
concerned that there may be downward pressure on the price of our class A common stock in the open market after pricing that could adversely affect investors who purchase in the offering.
Similar to other purchase transactions, the underwriter’s purchases to cover the syndicate short sales may have the effect of raising or
maintaining the market price of our class A common stock or preventing or retarding a decline in the market price of our class A common stock. As a result, the price of our class A common stock may be higher than the price that might otherwise exist
in the open market. The underwriter may conduct these transactions on the NYSE, in the over-the-counter market or otherwise.
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Neither we nor the underwriter makes any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the price of our class A common stock. In addition, neither we nor the underwriter make any representation that the underwriter will engage in these transactions or that these
transactions, once commenced, will not be discontinued without notice.
Electronic Distribution
In connection with the offering, the underwriter may distribute prospectuses by electronic means, such as
e-mail.
Other Relationships
The underwriter and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the
ordinary course of business with us or our affiliates. The underwriter has received, or may in the future receive, customary fees and commissions for these transactions.
In addition, in the ordinary course of its business activities, the underwriter and its affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities
may involve securities and/or instruments of ours or our affiliates. The underwriter and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial
instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
European Economic
Area
In relation to each member state of the European Economic Area, no offer of ordinary shares which are the subject of the offering
has been, or will be made to the public in that Member State, other than under the following exemptions under the Prospectus Directive:
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to any legal entity which is a qualified investor as defined in the Prospectus Directive;
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(b)
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to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the underwriter for any such offer; or
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(c)
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in any other circumstances falling within Article 3(2) of the Prospectus Directive;
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provided
that no
such offer of ordinary shares referred to in (a) to (c) above shall require us, the selling security holder or the underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive, or supplement a prospectus pursuant to Article
16 of the Prospectus Directive.
Each person located in a Member State to whom any offer of ordinary shares is made or who receives any
communication in respect of an offer of ordinary shares, or who initially acquires any ordinary shares will be deemed to have represented, warranted, acknowledged and agreed to and with us, the selling security holder and the underwriter that (1) it
is a “qualified investor” within the meaning of the law in that Member State implementing Article 2(1)(e) of the Prospectus Directive; and (2) in the case of any ordinary shares acquired by it as a financial intermediary as that term is
used in Article 3(2) of the Prospectus Directive, the ordinary shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State other than
qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the underwriter has been given to the offer or resale; or where ordinary shares have been acquired by it on behalf of persons
in any Member State other than qualified investors, the offer of those ordinary shares to it is not treated under the Prospectus Directive as having been made to such persons.
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We, the underwriter, the selling security holder and their respective affiliates will rely upon
the truth and accuracy of the foregoing representations, acknowledgments and agreements.
This prospectus has been prepared on the basis
that any offer of shares in any Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that
Member State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for us, the selling security holder or the underwriter to publish a prospectus pursuant to
Article 3 of the Prospectus Directive in relation to such offer. None of we, the selling security holder or the underwriter have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for
us, the selling security holder or the underwriter to publish a prospectus for such offer.
For the purposes of this provision, the
expression an “offer of ordinary shares to the public” in relation to any ordinary shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares
to be offered so as to enable an investor to decide to purchase or subscribe the ordinary shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression
“Prospectus Directive” means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in each Member State.
The above selling restriction is in addition to any other selling restrictions set out below.
Notice to Prospective Investors in the United Kingdom
In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently made may
only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as “relevant persons”). This document must not be acted on or relied on in the United Kingdom by persons who are not relevant persons. In the United Kingdom, any investment or investment activity to which
this document relates is only available to, and will be engaged in with, relevant persons.
Notice to Prospective Investors in Switzerland
The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock
exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for
listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares
or the offering may be publicly distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other
offering or marketing material relating to the offering, us or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be
supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection
afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.
Notice to Prospective
Investors in the Dubai International Financial Centre
This prospectus supplement relates to an Exempt Offer in accordance with the
Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus supplement is intended for distribution only
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to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or
verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus supplement nor taken steps to verify the information set forth herein and has no responsibility for the prospectus supplement. The shares to which
this prospectus supplement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this
prospectus supplement you should consult an authorized financial advisor.
Notice to Prospective Investors in Australia
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and
Investments Commission (“ASIC”), in relation to the offering. This prospectus does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (the “Corporations Act”),
and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
Any offer in Australia of the shares may only be made to persons (the “Exempt Investors”) who are “sophisticated
investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section
708 of the Corporations Act so that it is lawful to offer the shares without disclosure to investors under Chapter 6D of the Corporations Act.
The shares applied for by Exempt Investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of
allotment under the offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is
pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring shares must observe such Australian on-sale restrictions.
This prospectus contains general information only and does not take account of the investment objectives, financial situation or particular
needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this prospectus is appropriate to their
needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
Notice to Prospective Investors in Hong Kong
The shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to
“professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus”
as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the shares has been or may be issued or has
been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so
under the securities laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance
and any rules made under that Ordinance.
Notice to Prospective Investors in Japan
The shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended)
and, accordingly, will not be offered or sold, directly or indirectly, in
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Japan, or for the benefit of any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to any Japanese Person, except in compliance with all applicable laws,
regulations and ministerial guidelines promulgated by relevant Japanese governmental or regulatory authorities in effect at the relevant time. For the purposes of this paragraph, “Japanese Person” shall mean any person resident in Japan,
including any corporation or other entity organized under the laws of Japan.
Notice to Prospective Investors in Singapore
This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other
document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant
person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
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(a)
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a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each
of whom is an accredited investor; or
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(b)
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a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
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securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust
shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:
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(a)
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to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
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(b)
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where no consideration is or will be given for the transfer;
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(c)
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where the transfer is by operation of law;
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(d)
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as specified in Section 276(7) of the SFA; or
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(e)
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as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
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Notice to Prospective Investors in Canada
The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in
National Instrument 45-106
Prospectus Exemptions
or subsection 73.3(1) of the
Securities Act
(Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant
Obligations
. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s
province or territory. The purchaser should refer to any
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applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 (or, in the case of securities issued or guaranteed by the government of a non-Canadian jurisdiction, section 3A.4)
of National Instrument 33-105
Underwriting Conflicts
(NI 33-105), the underwriter is not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
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LEGAL MATTERS
The validity of the shares of class A common stock offered hereby will be passed upon for Visa Inc. and the selling security holder by Davis
Polk & Wardwell LLP, New York, New York, and for the underwriter by Sullivan
& Cromwell LLP, New York, New York.
EXPERTS
The consolidated financial statements of Visa Inc. and subsidiaries as of September 30, 2016 and 2015, and for each of the years in the
three-year period ended September 30, 2016, and management’s assessment of the effectiveness of internal control over financial reporting as of September 30, 2016, have been incorporated by reference herein and in the registration statement in
reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Visa Europe Limited and subsidiaries as of September 30, 2015 and 2014, and for each of the years in
the three-year period ended September 30, 2015, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP (United Kingdom), independent auditors, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
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Prospectus
VISA INC.
Class A Common Stock
Preferred Stock
Depositary Shares
Debt
Securities
Warrants
Purchase Contracts
Units
We may offer, issue and sell from time to time, together or separately:
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shares of our class A common stock, par value $0.0001 per share;
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shares of our preferred stock, par value $0.0001 per share;
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depositary shares representing an interest in our preferred stock;
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debt securities, which may be senior debt securities or subordinated debt securities;
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warrants to purchase our debt securities, shares of our common stock, shares of our preferred stock, depositary shares or securities of third parties or other rights;
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purchase contracts for the purchase or sale of debt or equity securities issued by us or securities of third parties, currencies or commodities; and
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units consisting of one or more shares of our class A common stock, shares of our preferred stock, depositary shares, debt securities, warrants, purchase contracts or any combination of such securities.
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The amounts, prices and terms of the securities will be determined at the time of offering. We may sell these securities
directly to you, through agents we select, or through underwriters and dealers we select. If we use agents, underwriters or dealers to sell these securities, we will name them and describe their compensation in a prospectus supplement.
The selling security holder identified under “Selling Security Holder” may offer and sell from time to time shares of our class A
common stock. The amounts and prices of the class A common stock will be determined at the time of offering. The selling security holder may sell class A common stock directly to you, through agents selected by the selling security holder, or
through underwriters and dealers selected by the selling security holder. If the selling security holder uses agents, underwriters or dealers to sell class A common stock, they will be named and their compensation will be described in a prospectus
supplement.
Our class A common stock is listed on the New York Stock Exchange under the symbol “V.”
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.
Investing in our securities involves a high degree of risk. You should carefully consider the risk factors incorporated herein by reference
and described under the heading “
Risk Factors
” beginning on page 3 of this prospectus before making a decision to invest in our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of
this prospectus is May 31, 2017
TABLE OF CONTENTS
i
ABOUT THIS PROSPECTUS
Unless otherwise stated or the context otherwise requires, the terms “Visa,” “we,” “us,” “our,” and
the “Company” refer to Visa Inc. and its subsidiaries, including Visa Europe Limited (“Visa Europe”).
This prospectus
is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, as amended, or the Securities Act, using a
“shelf” registration process. Under this shelf registration process, we and the selling security holder may, from time to time, sell the securities described in this prospectus in one or more transactions. This prospectus provides a
general description of the securities that may be sold by us and the selling security holder. Each time we or the selling security holder sell the securities described in this prospectus, we or the selling security holder are required to provide you
with this prospectus and an accompanying prospectus supplement containing specific information about us, the selling security holder, if applicable, and the terms of the securities being sold. Any prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus and any prospectus supplement together with additional information described under the headings “Incorporation of Certain Information by Reference” and
“Where You Can Find More Information.”
You should rely only on the information contained or incorporated by reference in this
prospectus and any accompanying prospectus supplement. Neither we nor the selling security holder have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not
rely on it. Neither we nor the selling security holder are making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus and any accompanying prospectus
supplement is accurate as of the date of the prospectus and any accompanying prospectus supplement. Our business, financial position, results of operations and prospects may have changed since those dates.
“Visa” and our other trademarks included or incorporated by reference in this prospectus are Visa’s property. This prospectus
may contain additional trade names and trademarks of other companies. The use or display of other companies’ trade names or trademarks does not imply our endorsement or sponsorship of, or a relationship with these companies.
All shares of class A common stock acquired by a Visa member, as defined in our sixth amended and restated certificate of incorporation (our
“Certificate of Incorporation”), or any person that is an operator, member or licensee of any general purpose payment card system that competes with us, or in each case any affiliate of such a person, in each case to the extent acting as a
principal investor, will be converted automatically into class C common stock. Such automatic conversion will not apply to any shares of class A common stock acquired or held by the above-listed persons in connection with its brokerage, market
making, custody, investment management or similar operations or acquired by any investment fund managed by such persons. Under the terms of our Certificate of Incorporation, class C common stock will be convertible into class A common stock only if
transferred to a person that is neither a Visa member nor a person that is an operator, member or licensee of any general purpose payment card system that competes with us, nor in each case any affiliate of such a person. Upon such transfer, each
share of class C common stock will convert into four shares of class A common stock.
1
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any applicable prospectus supplement and the documents incorporated by reference herein and therein contain forward-looking
statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are identified by words such as “believes,” “estimates,” “expects,” “intends,”
“may,” “projects,” “outlook,” “could,” “should,” “will,” “continue” and other similar expressions. Examples of forward-looking statements include, but are not limited to,
statements we make about our revenue, client incentives, operating margin, tax rate, earnings per share, free cash flow, and the growth of those items.
By their nature, forward-looking statements: (i) speak only as of the date they are made; (ii) are not statements of historical fact
or guarantees of future performance; and (iii) are subject to risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Therefore, actual results could differ materially and adversely from our
forward-looking statements due to a variety of factors, including the following:
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increased oversight and regulation of the global payments industry and our business;
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impact of government-imposed restrictions on payment systems;
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outcome of tax and litigation matters;
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increasingly intense competition in the payments industry, including competition for our clients and merchants;
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proliferation and continuous evolution of new technologies and business models;
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our ability to maintain relationships with our clients, merchants and other third parties;
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brand or reputational damage;
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impact of global economic, political, market and social events or conditions;
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exposure to loss or illiquidity due to settlement guarantees;
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uncertainty surrounding the impact of the United Kingdom’s withdrawal from the European Union;
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cyber security attacks, breaches or failure of our networks;
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failure to maintain interoperability with Visa Europe’s systems;
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our ability to successfully integrate and manage our acquisitions and other strategic investments; and
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various other factors included or incorporated by reference in this prospectus, including, but not limited to, those discussed under the heading “Risk Factors” and elsewhere in this prospectus.
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You should not place undue reliance on such statements. Except as required by law, we do not intend to update or revise any forward-looking
statements as a result of new information, future developments or otherwise.
2
RISK FACTORS
Investing in our securities involves a high degree of risk. You should carefully consider the risks described in our periodic reports filed
with the SEC, which are incorporated herein by reference, the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement and any risk factors set forth in our subsequent filings with the SEC, pursuant
to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, before making an investment decision. See “Incorporation of Certain Information by Reference” and “Where You Can Find More
Information.” Our financial condition, revenues, results of operations, prospects for future growth or overall business could be adversely affected by any of these risks or by additional risks and uncertainties not currently known to us or that
we currently consider immaterial.
THE COMPANY
Visa is a global payments technology company that connects consumers, merchants, financial institutions, businesses, strategic partners and
governments in more than 200 countries and territories to fast, secure and reliable electronic payments. We operate one of the world’s largest retail electronic payments networks—VisaNet—which facilitates authorization, clearing and
settlement of payment transactions and enables us to provide our financial institution and merchant clients a wide range of products, platforms and value-added services. VisaNet also offers fraud protection for account holders and assured payment
for merchants. Visa is not a bank and does not issue cards, extend credit or set rates and fees for account holders on Visa products. In most cases, account holder and merchant relationships belong to, and are managed by, Visa’s financial
institution clients.
You should read this prospectus and any prospectus supplement together with the additional information contained
under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information.”
We
are incorporated under the laws of the State of Delaware. Our principal executive offices are located at P.O. Box 8999, San Francisco, California 94128-8999, and our telephone number is (650) 432-3200. Our website address is www.visa.com. This
is a textual reference only. The information on, or accessible through, our website is not part of this prospectus and should not be relied upon in connection with making any investment decision with respect to the offered securities.
USE OF PROCEEDS
Except as otherwise described in any prospectus supplement, we intend to use the proceeds from the sale of the securities for general
corporate purposes, including the financing of our operations and possible business acquisitions.
We will not receive any proceeds from
the sale of class A common stock by the selling security holder.
3
RATIOS OF EARNINGS TO FIXED CHARGES AND TO FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table shows our historical ratios of earnings to fixed charges for the periods indicated:
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Six Months
Ended
March 31,
2017
(1)(4)
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Year Ended September 30,
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2016
(2)(4)
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2015
(2)(4)
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2014
(3)(4)
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2013
(4)
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2012
(3)(4)
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Ratio of earnings to fixed
charges
(5)
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21.4
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19.5
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2,576.8
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926.6
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1,880.7
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(75.9)
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Ratio of earnings to fixed charges and preferred stock dividends
(5)
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17.7
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19.0
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2,576.8
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926.6
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1,880.7
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(75.9)
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(1)
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In February 2017, we completed a reorganization of Visa Europe and certain other legal entities to align our corporate structure to the geographic jurisdictions in which we conduct business operations. As a result of
the reorganization, we recorded an income tax provision of $1.5 billion primarily related to the elimination of deferred tax balances originally recognized upon the acquisition of Visa Europe. Associated with this reorganization, the newly-formed
Visa Foundation received all of the Visa Inc. shares held by Visa Europe, which were previously recorded as treasury stock, resulting in an expense of $192 million, before tax.
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On June 21, 2016, we acquired 100% of the share capital of Visa Europe, resulting in the recognition of a $1.9 billion loss from the effective settlement of the Framework Agreement between us and Visa Europe, and
the recognition of a $255 million non-cash decrease in the fair value of the put option liability as non-operating income from the revaluation of the Visa Europe put option. During fiscal 2015, we recorded an increase of $110 million in the fair
value of the Visa Europe put option as non-cash, non-operating expense. See
Note 2—Acquisition of Visa Europe
and
Note 4—Fair Value Measurements
and Investments
to our consolidated financial statements included in
our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, incorporated by reference in this prospectus.
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During fiscal 2014 and 2012, we recorded litigation provisions of $450 million and $4.1 billion, respectively, and related tax benefits, associated with the
interchange multidistrict litigation, which is covered by the U.S. retrospective responsibility plan.
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Interest expense in fiscal 2016 and 2017 primarily consists of interest expense on the fixed-rate senior notes issued in December 2015 and interest expense on deferred consideration related to the Visa Europe
acquisition. Interest expense in fiscal 2012 through 2015 primarily consists of accretion on litigation matters and interest expense related to uncertain tax positions. During fiscal 2012, we reversed all previously recorded tax reserves and accrued
interest associated with uncertainties related to the deductibility of covered litigation expense recorded in fiscal 2007 through fiscal 2011.
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(5)
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Figures in the table may not recalculate exactly due to rounding. Earnings to fixed charges and earnings to fixed charges and preferred stock dividends ratios are calculated based on unrounded numbers.
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In computing the ratio of earnings to fixed charges, “earnings” consist of income before income taxes including
non-controlling interest, fixed charges and other adjustments.
For purposes of computing “earnings,” other adjustments include
subtracting the equity in earnings of unconsolidated affiliates, interest capitalized and the non-controlling interest of subsidiaries that have not incurred fixed charges.
“Fixed charges” include interest expense, which primarily consists of accretion on litigation matters, interest expense related to
uncertain tax positions and interest expense on outstanding debt.
4
DESCRIPTION OF SECURITIES
This prospectus contains summary descriptions of the class A common stock that we and the selling security holder may offer and sell from time
to time and of the preferred stock, depositary shares, debt securities and warrants that we may offer and sell from time to time. These summary descriptions are not meant to be complete descriptions of each security. However, at the time of an
offering and sale, this prospectus together with the accompanying prospectus supplement will contain the material terms of the securities being offered.
DESCRIPTION OF CAPITAL STOCK
The following summary describes the material terms of our capital stock and is not complete. This summary is qualified in its entirety by
reference to applicable Delaware law, our Certificate of Incorporation and our amended and restated bylaws (our “Bylaws”). For a complete description of our capital stock, we refer you to our Certificate of Incorporation and Bylaws, which
have been filed with the SEC and are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part.
Authorized Capitalization
Our authorized
capital stock consists of:
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2,001,622,245,209 shares of class A common stock, par value $0.0001 per share;
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622,245,209 shares of class B common stock, par value $0.0001 per share;
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1,097,165,602 shares of class C common stock, par value $0.0001 per share; and
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25,000,000 shares of preferred stock, par value $0.0001 per share.
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The number of authorized
shares of any preferred stock, class A common stock, class B common stock or class C common stock may be increased or decreased (but not below the number of shares of that class then outstanding) by the affirmative vote of the holders of a majority
in voting power of our stock entitled to vote thereon, and no vote or action by the holders of any of the preferred stock, class A common stock, class B common stock or class C common stock, voting separately as a class, is required for any such
increase or decrease.
Description of Common Stock
Voting Rights
. Each holder of class A common stock has the right to cast one vote for each share of class A common stock held of record
by such holder on all matters on which our stockholders generally are entitled to vote.
Each holder of class B common stock and
each holder of class C common stock has no right to vote on any matters on which stockholders generally are entitled to vote. However, in addition to any other vote required by law, for so long as any shares of class B common stock or class C common
stock remain issued and outstanding:
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the affirmative vote of the holders of a majority of the voting power of the class B common stock and class C common stock, voting together as a single class (in which vote the class A common stock will not participate)
separate from all other classes or series of our capital stock, on an “as-converted basis” as described in the following paragraph, is required for the approval of any consolidation, merger, combination or other transaction in which shares
of class A common stock are exchanged for, converted into or changed into other stock or securities, or the right to receive cash or other property, unless the shares of class B common stock and the shares of class C common stock will be exchanged
for or changed into the same per share amount of stock, securities, cash or any other property, as the case may be, for which or into which each share of class A common stock is exchanged, converted or changed; and
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the affirmative vote of the holders of at least 80% of the voting power of the common stock of all classes and series, voting together as a single class separate from all other classes or series of our capital stock,
shall be required to authorize us to exit our core payments business (i.e., to no longer operate a consumer debit/credit payments business).
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For purposes of the prior paragraph, “as-converted basis” means, with respect to each share of class B common stock or class C
common stock entitled to vote on any matter, a number of votes equal to the aggregate number of shares of class A common stock into which each share of class B common stock or class C common stock owned by such holder would be converted, assuming
the conversion at the applicable conversion rate in effect on the record date for such vote.
Conversion
. In the event that any
outstanding share of our class B common stock or class C common stock is transferred to a person other than a Visa member or an affiliate of a Visa member, as defined in our Certificate of Incorporation, such share will, automatically and without
further action on our part or on the part of any holder of class B common stock or class C common stock, as applicable, immediately prior to the transfer, be converted into shares of class A common stock based upon the applicable conversion rate in
effect on the date of that transfer. However, in no event shall any share of class B common stock or class C common stock, as applicable, be converted into any shares of class A common stock except in connection with (i) a sale of such shares
on a securities exchange on which shares of class A common stock are listed by means of a “brokers’ transaction” within the meaning of paragraph (g) of Rule 144 under the Securities Act or (ii) a private placement of such
shares to a person who is not a Visa member or an affiliate of a Visa member. In addition, no such conversion shall be effected until the expiration of all applicable restrictions on transfer of such shares described under “—Transfer
Restrictions,” although our board of directors may make exceptions to such transfer restrictions. Shares of class B common stock or class C common stock so converted will cease to be outstanding and shall no longer be issuable by us. Shares of
class B common stock and class C common stock are convertible into shares of class A common stock only in connection with a transfer described above, and no holder of any shares of class B common stock or class C common stock has the right to
convert, or to require us to convert, such shares into shares of class A common stock at any time.
As of March 31, 2017, the
conversion rate applicable to our shares of class B common stock was 1.6483-to-one, subject to adjustments for stock splits, recapitalizations and similar transactions. This conversion rate will automatically be adjusted upon the issuance of any
shares of our class A common stock which are designated as loss shares, the net proceeds of which are to be deposited in the escrow account to satisfy any settlements or judgments in respect of any covered litigation and upon the deposit of funds
designated as “loss funds” by our board of directors, into the escrow account in accordance with the terms of the escrow agreement and our Certificate of Incorporation. The applicable conversion rate will also be adjusted upon the final
resolution of the covered litigation and the release of funds then remaining on deposit in the escrow account. These adjustments will be made automatically, such that one share of class B common stock is convertible into a number of shares of class
A common stock determined based upon the following formulae:
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1.0 x (A–B–D), during the period between March 25, 2008 and the final resolution of the covered litigation; and
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1.0 x (A–B–D+C), after the final resolution of all of the covered litigation.
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For
purposes of these formulae:
“A” will be equal to 0.7142888829.
“B” will be a fraction:
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the numerator of which is the number of loss shares that have been issued; and
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the denominator of which is 982,053,540, which we refer to as the class B number.
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“C” will be a fraction:
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the numerator of which is the quotient obtained by dividing the aggregate portion of any funds disbursed to us from the escrow account after the final resolution of the covered litigation (other than certain tax
distributions and reimbursements related to the loss sharing agreement) by the greater of $0.04 or the volume-weighted average price per share of our class A common stock during the 90 trading day period ending on the third trading day immediately
preceding the date on which the covered litigation is finally resolved; and
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the denominator of which is the class B number.
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“D” will be a fraction:
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the numerator of which is the sum of what we call the loss funds share equivalents (described below) in respect of all deposits of loss funds into the escrow account; and
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the denominator of which is the class B number.
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The loss funds share equivalent in respect of
a deposit of loss funds into the escrow account made after January 1, 2009, is the quotient obtained by dividing the amount of those deposited loss funds by an amount we call the loss funds cost per share applicable to such deposit. The loss
funds cost per share applicable to a deposit of loss funds into the escrow account is the weighted average of each day’s volume-weighted average price per share (which we refer to as the daily VWAP) of our class A common stock over a period
that begins on the date our board of directors approves the deposit of those loss funds (which we refer to as the funding decision date) and lasts for a certain number of trading days. That number of trading days that any such period lasts is equal
to a quotient obtained by dividing:
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another quotient, obtained by dividing the amount of those loss funds by the volume-weighted average of the daily VWAP of our class A common stock over the five trading days immediately preceding the funding decision
date, by
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15% of the average daily trading volume of the class A common stock over the four calendar weeks prior to the week of the funding decision date (or such other percentage as set by our board of directors and consented to
by members of the litigation committee).
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For deposits made in calendar year 2008, the loss funds share equivalent is the
quotient obtained by dividing the amount of such loss funds deposit by the weighted average of the daily VWAP during the 15 trading days most closely preceding and including December 19, 2008.
After the date on which all of the covered litigation has been finally resolved, any amounts remaining on deposit in the escrow account with
respect to the covered litigation will be released to us and the conversion rate applicable to any transfer of shares of our class B common stock will automatically be adjusted in favor of the holders of our class B common stock (i.e., such that a
lesser number of shares of class B common stock are required in order to convert into a single share of class A common stock), to the extent of the aggregate amount released to us from the escrow account, taking into account the weighted average
trading price of our class A common stock at such time, as described above.
The conversion rate applicable to any transfer of shares of
our class C common stock shall always be
four-to-one
(i.e., one share of class C common stock will, upon transfer, be converted into four shares of class A common stock), subject to adjustments for stock
splits, recapitalizations and similar transactions.
If any shares of our class A common stock are acquired by a Visa member, as defined
in our Certificate of Incorporation, or any person that is an operator, member or licensee of a general purpose payment card system that competes with us, or in each case any affiliate of such person, such shares will automatically be converted, at
the inverse of the conversion rate applicable for shares of our class C common stock on the date of such conversion, into shares of our class C common stock. Such converted class A common stock will cease to be outstanding and will no longer be
issuable by us.
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However, such automatic conversion will not apply with respect to any shares of class A common
stock acquired by a Visa member other than shares of class A common stock acquired by such Visa member for its own account as a principal investor or for the account of an affiliate of such Visa member that is acting as a principal investor. Without
limiting the foregoing, such automatic conversion shall not apply to any shares of class A common stock acquired or held by a Visa member, a similar person or any of their respective affiliates in connection with its brokerage, market making,
custody, investment management or similar operations or acquired by any investment fund managed by a Visa member, a similar person or any of their respective affiliates.
Preemptive Rights
. In general, no holders of any shares of our common stock will be entitled to preemptive rights to subscribe for any
shares of any class or series of our capital stock, except as may be provided in any resolution or resolutions providing for the issuance of a series of stock adopted by our board of directors or any agreement between us and our stockholders. We
have no current plans to grant preemptive rights by a resolution of our board of directors or through any agreement with our stockholders.
Fractional Shares
. We will not issue any fractional shares of any class of common stock upon conversion of any shares of any other
class of common stock into shares of such class. In lieu of fractional shares, we will pay cash equal to such fractional amount multiplied by the fair market value, as determined by or in accordance with procedures established by our board of
directors, in good faith and in its sole discretion, per share of the applicable class of common stock into which such shares are being converted, at the conversion date.
Dividend and Distribution Rights
. Subject to any limitations contained in the Delaware General Corporation Law, or DGCL, our
Certificate of Incorporation and any rights of the holders of any outstanding series of preferred stock or any class or series of stock having a preference over or the right to participate with the common stock with respect to the payment of
dividends or distributions, dividends or distributions may be declared and paid on the common stock out of our assets that are by law available therefor at such times and in such amounts as our board may determine. Other than with respect to certain
dividends or distributions of class A common stock, the holders of shares of class A common stock, class B common stock and class C common stock are entitled to share ratably (on an as-converted basis as described below in the case of the holders of
the class B common stock or class C common stock) in dividends or distributions paid on the common stock, and no dividend or distribution may be declared or paid on any class or series of common stock unless an equivalent dividend or distribution is
contemporaneously declared and paid (on an as-converted basis as described below in the case of the holders of the class B common stock or class C common stock) on each other class and series of common stock. Dividends or distributions payable in
shares of class A common stock may be paid on the class A common stock without also paying a corresponding dividend or distribution on each other class or series of common stock, subject to certain adjustments to the conversion rates applicable to
the class B and class C common stock.
Liquidation Rights
. Upon our voluntary or involuntary liquidation, dissolution
or winding up, holders of our common stock are entitled to share ratably on an as-converted basis in the net assets available for distribution to stockholders after the payment of our debts and other liabilities, subject to the prior rights of any
issued preferred shares. Neither the voluntary sale, conveyance, exchange or transfer for cash, shares of stock, securities or other consideration of all or substantially all of our property or assets nor our consolidation or merger with or into one
or more other corporations will be deemed to be a liquidation, dissolution or winding-up, voluntary or involuntary, unless such voluntary sale, conveyance, exchange or transfer will be in connection with a dissolution or winding-up of our business.
Mergers, Consolidation, Etc
. If we enter into any consolidation, merger, combination or other transaction in which shares
of common stock are exchanged for, converted into, or otherwise changed into other stock or securities, or the right to receive cash or any other property, such shares of common stock will be exchanged for or changed into the same per-share amount
of stock, securities, cash or any other property, as the case may be, into which or for which each share of any other class of common stock is exchanged or changed, on an as-converted basis.
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Use of the Term “As-Converted”
. For purposes of the paragraphs entitled
“—Dividend and Distribution Rights,” “—Liquidation Rights” and “—Mergers, Consolidation, Etc.,” as-converted means that each holder of class B common stock, or each holder of class C common stock, other
than with respect to any dividend or distribution payable in shares of class A common stock, will be entitled to its ratable portion of: (x) any dividend or distribution in case of dividend rights; (y) any assets available for distribution
in case of liquidation rights; or (z) any stock, securities, cash or other consideration in a consolidation, merger, combination or other transaction, as the case may be, in each case based upon the number of shares of class A common stock into
which the shares of class B common stock or class C common stock, as applicable, beneficially owned by such holder would be converted, assuming the conversion of all outstanding shares of class B common stock and class C common stock into class A
common stock, based on the applicable conversion rate then in effect, on the record date for such distribution or dividend, or immediately prior to such vote on such liquidation, dissolution or winding up, or the consummation of such consolidation,
merger, combination or other transaction, as applicable.
Transfer Restrictions
. Shares of our class B common stock are not
transferable until the escrow termination date. The above described limitation on transfer is, however, subject to the following exceptions:
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any transfer by us to the initial holders of any class B common stock;
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any transfer by us to any person or entity or by the holders thereof to us;
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any transfer of any shares of class B common stock to any other holder of class B common stock or its affiliate;
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any transfer of any shares of any class B common stock to an affiliate of such holder;
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any transfer of shares of common stock pursuant to the terms of the loss sharing agreement (as defined in our Certificate of Incorporation);
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any transfer of any shares of class B common stock by any person that is a group member (as defined in the bylaws of Visa International) of Visa International to any person that is a stockholder, member or other equity
holder of such group member, provided that such transfer is made in accordance with applicable securities laws and is made to each transferee ratably in accordance with their respective entitlements to dividends or other distributions from such
group member, in accordance with the applicable constituent documents of such group member;
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any transfer by a holder of class B common stock to any person that succeeds to all or substantially all of the assets of such holder, whether by merger, consolidation, amalgamation, sale of substantially all assets or
other similar transactions;
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any transfer by a holder of class B common stock to any person that acquires from such holder all or substantially all of the Visa-branded payments products portfolio of such holder;
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any transfer of any shares of common stock by any non-equity member of Visa International in the principal category of membership to any non-equity member of Visa International with membership in Visa International that
is sponsored by such principal non-equity member; and
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any transfer of any shares of common stock by any non-equity member of Visa International in the principal category of membership to any person that participates in the Visa payment system as an issuer and which person
is sponsored by such non-equity member, by an associate member of Visa International sponsored by such non-equity member (if such non-equity member is a group member) or by a constituent member of such non-equity member.
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Our board of directors may approve exceptions to the limitation on transfers of our class B common stock, provided that such exception applies
to all holders of class B common stock equally on a ratable basis or, if such exception does not apply on an equal and ratable basis, such exception is also approved by at least a majority of our independent directors.
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Our board of directors may, by resolution adopted by a majority of the board of directors, extend
the three-year component of the transfer restriction periods with respect to any portion of the outstanding shares of our class B common stock for a period of not more than one year after the date on which such period would otherwise terminate
provided that:
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contemporaneously with any such extension with respect to any portion of such shares of class B common stock, our board of directors has approved one or more reductions to the transfer restriction period with respect to
another portion of such shares of class B common stock, such that at all times the weighted average period of the transfer restriction period with respect to all outstanding shares of class B common stock is not more than three years; and
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such extension is also approved by at least a majority of our independent directors.
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Description of
Preferred Stock
Preferred Stock Issued in Connection With the Acquisition of Visa Europe
In connection with our acquisition of Visa Europe, which closed on June 21, 2016, three new series of our preferred stock were created:
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series A convertible participating preferred stock, par value $0.0001 per share, which is generally designed to be economically equivalent to our class A common stock (the “class A equivalent preferred
stock”);
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series B convertible participating preferred stock, par value $0.0001 per share (the “U.K.&I preferred stock”); and
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series C convertible participating preferred stock, par value $0.0001 per share (the “Europe preferred stock”).
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We issued 2,480,466 shares of U.K.&I preferred stock to Visa Europe’s member financial institutions in the United Kingdom and Ireland
entitled to receive preferred stock at the closing of the acquisition, and 3,156,823 shares of Europe preferred stock to Visa Europe’s other member financial institutions entitled to receive preferred stock at the closing of the acquisition.
Under certain conditions described below, the U.K.&I and Europe preferred stock is convertible into shares of class A common stock or
class A equivalent preferred stock, at an initial conversion rate of 13.952 shares of class A common stock or 0.13952 shares of class A equivalent preferred stock for each share of U.K.&I preferred stock and Europe preferred stock. The
conversion rates may be reduced from time to time to offset certain liabilities, if any, which may be incurred by us, Visa Europe or our or their affiliates as a result of certain existing and potential litigation relating to the setting of
multilateral interchange fee rates in the Visa Europe territory (the “VE territory covered litigation”), where, generally, the relevant claims (and resultant liabilities and losses) relate to the period before the closing of the
acquisition. Only 70% of such liabilities may be offset where the liability arises from a claim related to inter-regional multilateral interchange fees applied to transactions where the issuer is located outside the Visa Europe territory while the
merchant outlet is located within the Visa Europe territory. A reduction in the conversion rates of the U.K.&I preferred stock and the Europe preferred stock have the same economic effect on diluted class A common stock earnings per share as
repurchasing our class A common stock because it reduces the as-converted class A common stock share count. Additionally, the shares of U.K.&I and Europe preferred stock are subject to restrictions on transfer and may become convertible in
stages based on developments in the VE territory covered litigation. The shares of U.K.&I and Europe preferred stock will become fully convertible on the 12th anniversary of the closing of the acquisition, subject only to a holdback to cover any
then-pending claims. Upon any such conversion of the U.K.&I or Europe preferred stock (whether by such 12th anniversary, or thereafter with respect to claims pending on such anniversary), the holder would receive either class A common stock or
class A equivalent preferred stock (for those who are not eligible to hold class A common stock pursuant to our Certificate of Incorporation). The class A equivalent preferred stock will be freely transferable and each share of
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class A equivalent preferred stock will automatically convert into 100 shares of class A common stock upon a transfer to any holder that is eligible to hold class A common stock under our
Certificate of Incorporation. See
Note 3—U.S. and Europe Retrospective Responsibility Plans
to our consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2016, incorporated by
reference in this prospectus.
The holders of the U.K.&I and Europe preferred stock have no right to vote on any matters, except for
certain defined matters, including, in specified circumstances, any consolidation, merger or combination of the Company. Holders of the class A equivalent preferred stock, upon issuance at conversion, will have similar voting rights to the rights of
the holders of the U.K.&I and Europe preferred stock. With respect to those limited matters on which the holders of preferred stock may vote, approval by the holders of the preferred stock requires the affirmative vote of the outstanding voting
power of each such series of preferred stock, each such series voting as a single class. Upon issuance, all three series of preferred stock will participate on an as-converted basis in regular quarterly cash dividends declared on the Company’s
class A common stock.
Preferred Stock That May Be Issued Hereunder
We are authorized to issue up to 25,000,000 shares of preferred stock, of which 5,637,289 shares have been issued as described under
“
—Preferred Stock Issued in Connection With the Acquisition of Visa Europe
.” Our Certificate of Incorporation authorizes our board of directors, without further stockholder approval, to issue these shares in one or more series;
to establish from time to time the number of shares to be included in each series; and to fix the designation, voting power, preferences and rights of the shares of each such series and any of its qualifications, limitations or restrictions. Unless
otherwise provided in the certificate of designation with respect to any preferred stock, our board of directors may increase or decrease the number of shares of any series, but not below the number of shares of that series then outstanding. Our
board of directors may not authorize the issuance of preferred stock that adversely and disproportionately affects the rights or privileges of any class or series of common stock in relation to any other class or series of common stock. Our board
may not authorize the issuance of preferred stock that is convertible into class B common stock or class C common stock.
The particular
terms of any series of preferred stock that we offer under this prospectus will be described in the applicable prospectus supplement relating to that series of preferred stock. Those terms may include:
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the title and liquidation preference per share of the preferred stock and the number of shares offered;
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the purchase price of the preferred stock;
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the dividend amount or rate (or method of calculation), the dates on which dividends will be paid, whether dividends shall be cumulative or noncumulative;
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any redemption or sinking fund rights of the preferred stock;
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the amounts payable on, and the preferences, if any, of the preferred stock if we liquidate, dissolve or wind up our affairs;
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any conversion, redemption or exchange provisions of the preferred stock;
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the voting rights, if any, of the preferred stock; and
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any other powers, preferences and relative, participating, option or other special rights of each series of preferred stock, and any qualifications and limitations of, and restrictions on, the preferred stock as are
permitted by law.
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You should also refer to the certificate of designations establishing a particular series of preferred
stock, which will be filed with the Secretary of State of the State of Delaware and the SEC in connection with the offering of such series of preferred stock.
Each prospectus supplement may describe certain U.S. federal income tax considerations applicable to the purchase, holding and disposition of
the preferred stock that the prospectus supplement covers.
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In general no holders of any shares of our preferred stock will be entitled to preemptive rights
to subscribe for any shares of any class or series of our capital stock, except as may be provided in any preferred stock designation or any agreement between us and our stockholders. We have no current plans to grant preemptive rights through any
agreement with our stockholders.
Limitations on Further Issuances of Capital Stock
Our Certificate of Incorporation and the litigation management agreement provide that, until the date of the final resolution of the covered
litigation, and except as expressly contemplated by a global restructuring agreement to which we are a party, neither we nor any of our subsidiaries shall issue any shares of capital stock to any person without the prior written consent of a
majority of the members of the litigation committee, other than any issuance of:
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shares of common stock (or other applicable equity interests in the case of any of our subsidiaries) on or before December 16, 2008;
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shares of common stock (or other applicable equity interests in the case of any of our subsidiaries) after December 16, 2008, pursuant to the terms of the global restructuring agreement or any other of the
documents entered into in connection with our reorganization, including any loss shares and any securities issued upon the conversion or exchange of any shares of common stock issued pursuant to the terms of the global restructuring agreement or our
Certificate of Incorporation that are convertible into or exchangeable for shares of common stock;
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shares of common stock (or other applicable equity interests in the case of any of our subsidiaries) issued pursuant to any option plan or other employee incentive plan approved by our board of directors, including
shares issued upon the direct or indirect conversion of any options or convertible securities;
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shares of common stock issued in payment of the option exercise price following an exercise of the put option or the call option under our put-call option agreement with Visa Europe;
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shares of class A common stock in connection with any public offering of class A common stock that our board of directors determines in good faith is desirable in order to reduce the percentage ownership of common stock
represented by the holders of class B common stock and class C common stock, in the aggregate, to less than 50%;
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shares of class A common stock (whether or not such shares constitute loss shares) sold in a public offering, the proceeds of which are to be used, as determined in good faith by our board of directors, to fund
operating losses or other extraordinary losses or liabilities, or in other exigent circumstances as determined in good faith by our board of directors;
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shares of common stock or preferred stock (or other applicable equity interests in the case of any of our subsidiaries) issued as consideration in any merger or recapitalization or issued as consideration in an
acquisition of any person by us;
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shares of common stock or preferred stock (or other applicable equity interests in the case of any of our subsidiaries) issued to any person in an aggregate number of shares, with respect to each such person, not to
exceed (immediately after giving effect to such issuance) 10% of our outstanding capital stock of all classes and series, if such issuance is to a person as to which our board of directors has determined that a relationship with such person would
result in a material strategic benefit to us;
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shares of common stock or preferred stock (or other applicable equity interests in the case of any of our subsidiaries) in an aggregate number of shares not to exceed (immediately after giving effect to such issuance)
3% of our outstanding capital stock of all classes and series, issued as part of any financing transaction approved by our board of directors, so long as such securities are not a material component of such financing transaction; and
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shares of common stock (or other applicable equity interests in the case of any of our subsidiaries) issued in
connection with any subdivision, reclassification, split or combination of our securities to all
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holders of such securities on a pro rata basis or shares of class A common stock issued in connection with any subdivision, reclassification, split, combination, dividend or distribution to all
holders of class A common stock on a per share basis (so long as the conversion rates applicable to the class B common stock and class C common stock are adjusted appropriately).
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Limitations on a Change of Control
We
summarize below several provisions of our Certificate of Incorporation and Bylaws and the DGCL. These provisions could have the effect of delaying, deferring or preventing a change in our control or deterring potential acquirers from making an offer
to our stockholders. This could be the case even though a majority of our stockholders might benefit from such a change in control or offer. These descriptions are not complete and we refer you to the full text of our Certificate of Incorporation
and our Bylaws, both of which were filed with the SEC, and to the DGCL.
Board of Directors
. The number of directors comprising our
board is fixed by an affirmative vote of a majority of our directors; provided, however, that at least 58% of our directors must be independent.
Our directors, except for those in uncontested elections and those appointed to fill vacancies or newly created seats, are elected by the vote
of a plurality of the votes cast by the holders of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on the election of such directors. A majority of the votes cast is required in the case of
uncontested elections. Vacancies and newly created seats on our board of directors may be filled only by our board of directors subject to the provisions of our Certificate of Incorporation. In addition, generally, a director may be removed, with or
without cause, only by the affirmative vote of at least 80% in voting power of all the then outstanding shares of our stock entitled to vote for the election of directors voting together as a single class.
Our use of plurality voting except in connection with uncontested elections of directors, the inability of stockholders to fill vacancies or
newly created seats on our board, the supermajority vote required for stockholders to remove a director, and the inability of stockholders to set the number of directors comprising our board make it more difficult to change the composition of our
board of directors. These provisions could have the effect of delaying, deferring or preventing a change in our control or deterring potential acquirers from making an offer to our stockholders.
Advance Notice Requirements
. Our Bylaws establish advance notice procedures with regard to stockholders’ proposals relating to the
nomination of candidates for election as directors or other business to be considered at a stockholders’ meeting. These procedures provide that notice of such stockholders’ proposals must be timely given in writing to our corporate
secretary prior to the meeting at which the matter is to be considered. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days or more than 120 days prior to the date of the stockholders’
meeting. The notice must contain certain information specified in our Bylaws.
Special Meetings of Stockholders
. Our
Certificate of Incorporation and Bylaws provide that special meetings of stockholders may be called by our board of directors, the chairman of the board (or, as the Certificate of Incorporation provides, the co-chairman, if any) or the chief
executive officer.
Ownership Limitations
. Unless otherwise approved in advance by our board of directors, no person may:
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beneficially own more than 15% of the aggregate outstanding shares or voting power of our class A common stock; or
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beneficially own shares of class A common stock and common stock other than the class A common stock, which we refer to as other common stock, representing, together and on an as-converted basis, more than 15% of the
class A common stock outstanding, assuming the conversion of all other common stock then outstanding.
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In addition, no person (or an affiliate of such person) that is an operator of any general
payment card system that competes with us may beneficially own more than 5% of the aggregate outstanding shares of class A common stock, assuming the conversion of all other common stock then outstanding.
If any transfer is purportedly effected which would result in a violation of either of these limitations, the intended transferee will acquire
no rights in respect of the shares in excess of the applicable limitation, and the purported transfer of such number of excess shares will be null and void as of the date of that purported transfer.
In addition, if our board of directors determines in good faith that a transfer or other event has purportedly taken place, that, if effected,
would result in violation of the foregoing ownership limitations or that a person intends or attempted to acquire beneficial ownership of shares in violation of the ownership limitations, such shares of class A common stock or other common stock
will be redeemable for cash, property or other shares of our capital stock, as may be determined by our board of directors. Further, our board of directors may take such action it deems advisable to refuse to give effect or to prevent any transfer
or other event that would result in violation of the foregoing ownership limitations, including redeeming the shares or instituting proceedings to enjoin such transfer or other event.
Notwithstanding the foregoing ownership limitations:
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no Visa member will be deemed in violation of this ownership limitation as a result of the number of shares received in the reorganization;
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no Visa Europe transferee will be deemed in violation of this limitation as a result of owning the number of shares of class C common stock immediately after the first transfer of any shares of class C common stock by
Visa Europe to such initial Visa Europe transferee;
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no Visa member will be deemed in violation of this limitation by virtue of a repurchase of common stock or other actions by us; and
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any underwriter that participates in a public offering or as principal or initial purchaser in a placement of our class A common stock or other voting stock (or securities convertible into or exchangeable for such
securities) may beneficially own securities to the extent necessary to facilitate such public offering or placement.
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Amendment of the Certificate of Incorporation and Bylaws
. In addition to certain class voting rights, our Certificate of Incorporation
also requires an affirmative vote of not less than a majority of the voting power of the holders of the shares of class A common stock, class B common stock and class C common stock, each voting separately as a class (and together with no other
class), for any amendment to the Certificate of Incorporation that would adversely affect the powers, preferences or special rights of such class or series of common stock. These amendment requirements make it more difficult to alter the
anti-takeover provisions of our Certificate of Incorporation. Our Certificate of Incorporation and Bylaws also authorize our board of directors to amend our Bylaws at any time without stockholder action, except that any amendment by our board of
directors of any provision of our Bylaws that was adopted by our stockholders will not become effective earlier than 365 days after the date on which the stockholders adopted such provision.
Preferred Stock
. Since our board of directors may issue shares of preferred stock and set the voting powers, designations, preferences
and other rights related to that preferred stock, any designation of preferred stock and issuance of shares of preferred stock may delay or prevent a change of control.
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Delaware Anti-Takeover Statute
. We are subject to Section 203 of the DGCL. Subject to
specific exceptions, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the time the person became an
interested stockholder, unless:
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the business combination, or the transaction in which the stockholder became an interested stockholder, is approved by our board of directors prior to the time the interested stockholder attained that status;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction
commenced, excluding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or
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at or after the time a person became an interested stockholder, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at
least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.
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“Business
combinations” include mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to various exceptions, in general an “interested stockholder” is a person that, together with
his or her affiliates and associates, owns, or within three years did own, 15% or more of our outstanding voting stock.
Transfer Agent and Registrar
The transfer agent and registrar for our class A common stock is Wells Fargo Shareowner Services.
Listing
Our class A common stock is
listed on the New York Stock Exchange under the symbol “V.”
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DESCRIPTION OF DEPOSITARY SHARES
This section describes the general terms and provisions of a depositary agreement and the related depositary receipts. The applicable
prospectus supplement will describe the terms of any depositary agreement and the related depositary receipts issuable thereunder. If any particular terms of the depositary agreements and the related depositary receipts described in the prospectus
supplement differ from any of the terms described herein, then the terms described herein will be deemed superseded by that prospectus supplement.
General
We may offer fractional shares
of preferred stock, rather than full shares of preferred stock. If we do so, we may issue receipts for depositary shares that each represent a fraction of a share of a particular series of preferred stock. The prospectus supplement will indicate
that fraction. The shares of preferred stock represented by depositary shares will be deposited under a depositary agreement between us and a bank or trust company that meets certain requirements and is selected by us (the “Bank
Depositary”). Each owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share. The depositary shares will be evidenced by depositary receipts issued pursuant to the
depositary agreement. Depositary receipts will be distributed to those persons purchasing the fractional shares of preferred stock in accordance with the terms of the offering.
We will file a copy of the forms of the depositary agreement and the depositary receipts relating to any particular issue of depositary shares
with the SEC each time we issue depositary shares, and these depositary agreements and depositary receipts will be incorporated by reference into the registration statement of which this prospectus is a part. You should read those documents for
provisions that may be important to you.
Dividends and Other Distributions
If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the Bank Depositary will distribute
such dividends to the record holders of such depositary shares. If the distributions are in property other than cash, the Bank Depositary will distribute the property to the record holders of the depositary shares. However, if the Bank Depositary
determines that it is not feasible to make the distribution of property, the Bank Depositary may, with our approval, sell such property and distribute the net proceeds from such sale to the record holders of the depositary shares.
Redemption of Depositary Shares
If we
redeem a series of preferred stock represented by depositary shares, the Bank Depositary will redeem the depositary shares from the proceeds received by the Bank Depositary in connection with the redemption. The redemption price per depositary share
will equal the applicable fraction of the redemption price per share of the preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the Bank Depositary may
determine.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the
Bank Depositary will mail the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date, which will be the same date as the record date for the preferred
stock, may instruct the Bank Depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The Bank Depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by
such depositary shares in accordance with such instructions, and we will take all action that the Bank Depositary deems necessary in order to enable the Bank Depositary to do so. The Bank Depositary will abstain from voting shares of the preferred
stock to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.
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Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement
between the Bank Depositary and us. However, any amendment that materially and adversely alters the rights of the holders of depositary shares will not be effective unless such amendment has been approved by the holders of at least a majority of the
depositary shares then outstanding. The depositary agreement may be terminated by the Bank Depositary or us only if (1) all outstanding depositary shares have been redeemed or (2) there has been a final distribution in respect of the
preferred stock in connection with any liquidation, dissolution or winding up of our company and such distribution has been distributed to the holders of depositary receipts.
Charges of Bank Depositary
We will pay
all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the Bank Depositary in connection with the initial deposit of the preferred stock and any redemption of
the preferred stock. Holders of depositary receipts will pay other transfer and other taxes and governmental charges and any other charges, including a fee for the withdrawal of shares of preferred stock upon surrender of depositary receipts, as are
expressly provided in the depositary agreement to be for their accounts.
Withdrawal of Preferred Stock
Except as may be provided otherwise in the applicable prospectus supplement, upon surrender of depositary receipts at the principal office of
the Bank Depositary, subject to the terms of the depositary agreement, the owner of the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary
shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred
stock to be withdrawn, the Bank Depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of preferred stock thus withdrawn may not thereafter deposit those shares
under the depositary agreement or receive depositary receipts evidencing depositary shares therefor.
Miscellaneous
The Bank Depositary will forward to holders of depositary receipts all reports and communications from us that are delivered to the Bank
Depositary and that we are required to furnish to the holders of the preferred stock.
Neither the Bank Depositary nor we will be liable
if we are prevented or delayed by law or any circumstance beyond our control in performing our obligations under the depositary agreement. The obligations of the Bank Depositary and us under the depositary agreement will be limited to performance in
good faith of our duties thereunder, and we will not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory indemnity is furnished. We may rely upon written advice of
counsel or accountants, or upon information provided by persons presenting preferred stock for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.
Resignation and Removal of Bank Depositary
The Bank Depositary may resign at any time by delivering to us notice of its election to do so, and we may at any time remove the Bank
Depositary. Any such resignation or removal will take effect upon the appointment of a successor Bank Depositary and its acceptance of such appointment. The successor Bank Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company meeting the requirements of the depositary agreement.
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DESCRIPTION OF DEBT SECURITIES
The following descriptions of the debt securities do not purport to be complete and are subject to and qualified in their entirety by
reference to the indenture, which has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part. Any future supplemental indenture or similar document also will be so filed. You should read the indenture
and any supplemental indenture or similar document because they, and not this description, define your rights as holder of our debt securities. All capitalized terms have the meanings specified in the indenture.
As used in this prospectus, debt securities means the debentures, notes, bonds and other evidences of indebtedness that we may issue
separately or upon exercise of a debt warrant from time to time. The debt securities may either be senior debt securities or subordinated debt securities. The debt securities we offer will be issued under an indenture between us and a trustee to be
named therein. Debt securities, whether senior or subordinated, may be issued as convertible debt securities or exchangeable debt securities.
As used in this “Description of Debt Securities,” the terms “Visa,” “we,” “our,” and “us”
refer to Visa Inc. and do not, unless otherwise specified, include our subsidiaries.
General Terms of the Indenture
The debt securities will be our direct unsecured obligations. The senior debt securities will rank equally with all of our other senior
unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment to all of our present and future senior indebtedness to the extent and in the manner described in the prospectus supplement and,
if applicable, in a pricing supplement, and as set forth in the supplemental indenture, board resolution or officers’ certificate relating to such offering.
The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the
principal amount that we may authorize and may be in any currency or currency unit designated by us. Except for the limitations on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the
indenture do not contain any covenants or other provisions designed to afford holders of any debt securities protection with respect to our operations, financial condition or transactions involving us.
We may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount
below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may, for U.S. federal income tax purposes, be treated as if they were issued with “original issue discount,”
because of interest payment and other characteristics. Special U.S. federal income tax considerations applicable to debt securities issued with original issue discount will be described in more detail in any applicable prospectus supplement or
pricing supplement, if any.
The applicable prospectus supplement for a series of debt securities that we issue, together with a pricing
supplement, if any, will describe, among other things, the following terms of the offered debt securities:
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the aggregate principal amount;
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whether issued in fully registered form without coupons or in a form registered as to principal only with coupons or in bearer form with coupons;
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whether issued in the form of one or more global securities and whether all or a portion of the principal amount of the debt securities is represented thereby;
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the price or prices at which the debt securities will be issued;
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the date or dates on which principal is payable;
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the place or places where and the manner in which principal, premium or interest will be payable and the place or places where the debt securities may be presented for transfer and, if applicable, conversion or
exchange;
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interest rates, and the dates from which interest, if any, will accrue, and the dates when interest is payable;
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the right, if any, to extend the interest payment periods and the duration of the extensions;
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our rights or obligations to redeem or purchase the debt securities, including sinking fund or partial redemption payments;
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conversion or exchange provisions, if any, including conversion or exchange prices or rates and adjustments thereto;
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the currency or currencies of payment of principal or interest;
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the terms applicable to any debt securities issued at a discount from their stated principal amount;
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the terms, if any, pursuant to which any debt securities will be subordinate to any of our other debt;
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if the amount of payments of principal or interest is to be determined by reference to an index or formula, or based on a coin or currency other than that in which the debt securities are stated to be payable, the
manner in which these amounts are determined and the calculation agent, if any, with respect thereto;
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if other than the entire principal amount of the debt securities when issued, the portion of the principal amount payable upon acceleration of maturity as a result of a default on our obligations;
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any provisions for the remarketing of the debt securities;
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if applicable, covenants affording holders of debt protection with respect to our operations, financial condition or transactions involving us; and
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any other specific terms of any debt securities.
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The applicable prospectus supplement or
pricing supplement, if any, will set forth certain U.S. federal income tax considerations for holders of any debt securities and the securities exchange or quotation system on which any debt securities are listed or quoted, if any.
Debt securities issued by us will be structurally subordinated to all indebtedness and other liabilities of our subsidiaries.
Unless otherwise provided in the applicable prospectus supplement, all securities of any one series need not be issued at the same time and
may be issued from time to time without consent of any holder.
Subordination
The prospectus supplement or pricing supplement, if any, relating to any offering of subordinated debt securities will describe the specific
subordination provisions, including the extent of subordination of payments by us of the principal of, premium, if any, and interest on such subordinated debt securities.
Conversion or Exchange Rights
Debt
securities may be convertible into or exchangeable for our other securities or property. The terms and conditions of conversion or exchange will be set forth in the applicable prospectus supplement or pricing supplement, if any. The terms will
include, among others, the following:
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the conversion or exchange price;
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the conversion or exchange period;
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provisions regarding the ability of us or the holder to convert or exchange the debt securities;
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events requiring adjustment to the conversion or exchange price; and
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provisions affecting conversion or exchange in the event of our redemption of the debt securities.
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Consolidation, Merger or Sale
We cannot
consolidate with or merge into, or convey, transfer or lease all or substantially all of our properties and assets to, any person unless (1) we will be the continuing corporation or (2) the successor corporation or person to which our
assets are conveyed, transferred or leased is a corporation, partnership, trust or other entity organized and validly existing under the laws of the United States, any state of the United States or the District of Columbia and it expressly assumes
our obligations on the debt securities and under the indenture. In addition, we cannot effect such a transaction unless immediately after giving effect to such transaction, no default or event of default under the indenture shall have occurred and
be continuing. Subject to certain exceptions, when the person to whom our assets are transferred or leased has assumed our obligations under the debt securities and the indenture, we shall be discharged from all our obligations under the debt
securities and the indenture, except in limited circumstances.
This covenant would not apply to any recapitalization transaction, a
change of control of us or a highly leveraged transaction, unless the transaction or change of control were structured to include a merger or consolidation or transfer or lease of all or substantially all of our assets.
Events of Default
Unless otherwise
indicated, the term “Event of Default,” when used in the indenture, means any of the following:
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failure to pay interest for 30 days after the date payment is due and payable; provided that, an extension of an interest payment period in accordance with the terms of the debt securities shall not constitute a failure
to pay interest;
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failure to pay principal or premium, if any, on any debt security when due, either at maturity, upon any redemption, by declaration or otherwise;
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failure to make sinking fund payments when due;
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failure to perform any other covenant for 90 days after notice that performance was required;
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certain events relating to bankruptcy, insolvency or reorganization; or
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any other Event of Default provided in the applicable resolution of our board of directors or the officers’ certificate or supplemental indenture under which we issue series of debt securities.
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An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series of
debt securities issued under the indenture. If an Event of Default relating to the payment of interest, principal or any sinking fund installment involving any series of debt securities has occurred and is continuing, the trustee or the holders of
not less than 25% in aggregate principal amount of the debt securities of each affected series may declare the entire principal of all the debt securities of that series to be due and payable immediately.
If an Event of Default relating to the performance of other covenants has occurred and is continuing for a period of 90 days after notice of
such, or involves all of the series of senior debt securities, then the trustee or the holders of not less than 25% in aggregate principal amount of all of the series of senior debt securities may declare the entire principal amount of all of the
series of senior debt securities due and payable immediately.
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Similarly, if an Event of Default relating to the performance of other covenants has occurred and
is continuing for a period of 90 days after notice of such, or involves all of the series of subordinated debt securities, then the trustee or the holders of not less than 25% in aggregate principal amount of all of the series of subordinated debt
securities may declare the entire principal amount of all of the series of subordinated debt securities due and payable immediately.
If,
however, the Event of Default relating to the performance of other covenants or any other Event of Default that has occurred and is continuing is for less than all of the series of senior debt securities or subordinated debt securities, as the case
may be, then, the trustee or the holders of not less than 25% in aggregate principal amount of each affected series of the senior debt securities or the subordinated debt securities, as the case may be, may declare the entire principal amount of all
debt securities of such affected series due and payable immediately. The holders of not less than a majority in aggregate principal amount of the debt securities of a series may, after satisfying conditions, rescind and annul any of the
above-described declarations and consequences involving the series.
If an Event of Default relating to events in bankruptcy, insolvency
or reorganization occurs and is continuing, then the principal amount of all of the debt securities outstanding, and any accrued interest, will automatically become due and payable immediately, without any declaration or other act by the trustee or
any holder.
The indenture provides that the trustee shall within 90 days after the occurrence of default (or 30 days after it is known by
the trustee) with respect to a particular series of debt securities, give the holders of the debt securities of such series notice of such default known to it; provided that, except in the case of a default or Event of Default in payment of the
principal, premium, if any, of, or interest on, any debt security of such series or in the payment of any redemption obligation, the trustee may withhold the notice if, and so long as, it in good faith determines that withholding the notice is in
the interests of the holders of debt securities of that series.
The indenture imposes limitations on suits brought by holders of debt
securities against us. Except as provided below, no holder of debt securities of any series may institute any action against us under the indenture unless:
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the holder has previously given to the trustee written notice of default and continuance of that default;
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the holders of at least 25% in principal amount of the outstanding debt securities of the affected series have requested that the trustee institute the action;
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the requesting holders have offered the trustee reasonable security or indemnity satisfactory to it for expenses and liabilities that may be incurred by bringing the action;
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the trustee has not instituted the action within 60 days of the request; and
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the trustee has not received inconsistent direction by the holders of a majority in principal amount of the outstanding debt securities of the series.
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Notwithstanding the foregoing, each holder of debt securities of any series has the right, which is absolute and unconditional, to receive
payment of the principal of and premium and interest, if any, on such debt securities when due and to institute suit for the enforcement of any such payment, and such rights may not be impaired without the consent of that holder of debt securities.
We will be required to file annually with the trustee a certificate, signed by one of our officers, stating whether or not the officer
knows of any default by us in compliance with any condition or covenant of the indenture.
Registered Global Securities
We may issue the debt securities of a series in whole or in part in the form of one or more fully registered global securities that we will
deposit with a depositary or with a nominee for a depositary identified in the
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applicable prospectus supplement or pricing supplement, if any, and registered in the name of such depositary or nominee. In such case, we will issue one or more registered global securities
denominated in an amount equal to the aggregate principal amount of all of the debt securities of the series to be issued and represented by such registered global security or securities.
Unless and until it is exchanged in whole or in part for debt securities in definitive registered form, a registered global security may not
be transferred except as a whole:
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by the depositary for such registered global security to its nominee;
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by a nominee of the depositary to the depositary or another nominee of the depositary; or
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by the depositary or its nominee to a successor of the depositary or a nominee of the successor.
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The prospectus supplement or pricing supplement, if any, relating to a series of debt securities will describe the specific terms of the
depositary arrangement with respect to any portion of such series represented by a registered global security. We anticipate that the following provisions will apply to all depositary arrangements for debt securities:
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ownership of beneficial interests in a registered global security will be limited to persons that have accounts with the depositary for the registered global security, those persons being referred to as
“participants,” or persons that may hold interests through participants;
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upon the issuance of a registered global security, the depositary for the registered global security will credit, on its book-entry registration and transfer system, the participants’ accounts with the respective
principal amounts of the debt securities represented by the registered global security beneficially owned by the participants;
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any dealers, underwriters, or agents participating in the distribution of the debt securities will designate the accounts to be credited; and
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ownership of any beneficial interest in the registered global security will be shown on, and the transfer of any ownership interest will be effected only through, records maintained by the depositary for the registered
global security (with respect to interests of participants) and on the records of participants (with respect to interests of persons holding through participants).
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The laws of some states may require that certain purchasers of securities take physical delivery of the securities in definitive form. These
laws may limit the ability of those persons to own, transfer or pledge beneficial interests in registered global securities.
So long as
the depositary for a registered global security, or its nominee, is the registered owner of the registered global security, the depositary or the nominee, as the case may be, will be considered the sole owner or holder of the debt securities
represented by the registered global security for all purposes under the indenture. Except as set forth below, owners of beneficial interests in a registered global security:
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will not be entitled to have the debt securities represented by a registered global security registered in their names;
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will not receive or be entitled to receive physical delivery of the debt securities in the definitive form; and
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will not be considered the owners or holders of the debt securities under the indenture.
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Accordingly, each person owning a beneficial interest in a registered global security must rely on the procedures of the depositary for the
registered global security and, if the person is not a participant, on the procedures of a participant through which the person owns its interest, to exercise any rights of a holder under the indenture.
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We understand that under existing industry practices, if we request any action of holders or if
an owner of a beneficial interest in a registered global security desires to give or take any action that a holder is entitled to give or take under the indenture, the depositary for the registered global security would authorize the participants
holding the relevant beneficial interests to give or take the action, and those participants would authorize beneficial owners owning through those participants to give or take the action or would otherwise act upon the instructions of beneficial
owners holding through them.
We will make payments of principal and premium, if any, and interest, if any, on debt securities represented
by a registered global security registered in the name of a depositary or its nominee to the depositary or its nominee, as the case may be, as the registered owners of the registered global security. None of Visa, the trustee or any other agent of
Visa or the trustee will be responsible or liable for any aspect of the records relating to, or payments made on account of, beneficial ownership interests in the registered global security or for maintaining, supervising or reviewing any records
relating to the beneficial ownership interests.
We expect that the depositary for any debt securities represented by a registered global
security, upon receipt of any payments of principal and premium, if any, and interest, if any, in respect of the registered global security, will immediately credit participants’ accounts with payments in amounts proportionate to their
respective beneficial interests in the registered global security as shown on the records of the depositary. We also expect that standing customer instructions and customary practices will govern payments by participants to owners of beneficial
interests in the registered global security held through the participants, as is now the case with the securities held for the accounts of customers in bearer form or registered in “street name.” We also expect that any of these payments
will be the responsibility of the participants.
If the depositary for any debt securities represented by a registered global security is
at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, we will appoint an eligible successor depositary. If we fail to appoint an eligible successor depositary within 90 days,
we will issue the debt securities in definitive form in exchange for the registered global security. In addition, we may at any time and in our sole discretion decide not to have any of the debt securities of a series represented by one or more
registered global securities. In such event, we will issue debt securities of that series in a definitive form in exchange for all of the registered global securities representing the debt securities. The trustee will register any debt securities
issued in definitive form in exchange for a registered global security in such name or names as the depositary, based upon instructions from its participants, shall instruct the trustee.
We may also issue bearer debt securities of a series in the form of one or more global securities, referred to as “bearer global
securities.” We will deposit these bearer global securities with a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System, known as “Euroclear” and Clearstream Banking, société anonyme,
Luxembourg, known as “Clearstream”, or with a nominee for the depositary identified in the prospectus supplement or pricing supplement, if any, relating to that series. The prospectus supplement or pricing supplement, if any, relating to a
series of debt securities represented by a bearer global security will describe the specific terms and procedures, including the specific terms of the depositary arrangement and any specific procedures for the issuance of debt securities in
definitive form in exchange for a bearer global security, with respect to the portion of the series represented by a bearer global security.
Discharge, Defeasance and Covenant Defeasance
We can discharge or defease our obligations under the indenture as set forth below. Unless otherwise set forth in the applicable prospectus
supplement or pricing supplement, if any, the subordination provisions applicable to any subordinated debt securities will be expressly made subject to the discharge and defeasance provisions of the indenture.
We may discharge our obligations to holders of any series of debt securities that have not already been delivered to the trustee for
cancellation and that have either become due and payable or are by their terms to become due and payable within one year (or are scheduled for redemption within one year). We may effect a
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discharge by irrevocably depositing with the trustee cash or U.S. government obligations or foreign government obligations, as applicable, as trust funds, in an amount certified to be sufficient
to pay when due, whether at maturity, upon redemption or otherwise, the principal of, premium, if any, and interest on the debt securities and any mandatory sinking fund payments.
Unless otherwise provided in the applicable prospectus supplement or pricing supplement, if any, we may also discharge any and all of our
obligations to holders of any series of debt securities at any time (“legal defeasance”). We also may be released from the obligations imposed by any covenants of any outstanding series of debt securities and provisions of the indenture,
and we may omit to comply with those covenants without creating an Event of Default (“covenant defeasance”). We may effect legal defeasance and covenant defeasance only if, among other things:
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we irrevocably deposit with the trustee cash or U.S. government obligations or foreign government obligations, as applicable, as trust funds, in an amount certified to be sufficient to pay at maturity (or upon
redemption) the principal, premium, if any, and interest on all outstanding debt securities of the series; and
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we deliver to the trustee an opinion of counsel from a nationally recognized law firm to the effect that the holders of the series of debt securities will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of the legal defeasance or covenant defeasance and that legal defeasance or covenant defeasance will not otherwise alter the holders’ U.S. federal income tax treatment of principal, premium, if any, and interest payments on
the series of debt securities, which opinion, in the case of legal defeasance, must be based on a ruling of the Internal Revenue Service issued, or a change in U.S. federal income tax law.
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Although we may discharge or defease our obligations under the indenture as described in the two preceding paragraphs, we may not avoid, among
other things, our duty to register the transfer or exchange of any series of debt securities, to replace any temporary, mutilated, destroyed, lost or stolen series of debt securities or to maintain an office or agency in respect of any series of
debt securities.
Modification of the Indenture
The indenture provides that we and the trustee may enter into supplemental indentures without the consent of the holders of debt securities to:
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secure any debt securities;
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evidence the assumption by a successor corporation of our obligations;
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add covenants for the protection of the holders of debt securities;
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add one or more guarantees for the benefit of holders of debt securities;
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cure any ambiguity or correct any inconsistency in the indenture;
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establish the forms or terms of debt securities of any series;
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conform any provision of the indenture to this description of debt securities, the description of the notes included in the applicable prospectus supplement or any other relevant section of the applicable prospectus
supplement describing the terms of the debt securities;
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evidence and provide for the acceptance of appointment by a successor trustee;
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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make any change that does not materially adversely affect the right of any holder; and
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comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939, as amended.
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The indenture also provides that we and the trustee may, with the consent of the holders of not
less than a majority in aggregate principal amount of debt securities of all series of senior debt securities or subordinated debt securities, as the case may be, then outstanding and affected (voting as one class), add any provisions to, or change
in any manner, eliminate or modify in any way the provisions of, the indenture or modify in any manner the rights of the holders of the debt securities.
We and the trustee may not, however, without the consent of the holder of each outstanding debt security affected thereby:
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extend the final maturity of any debt security;
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reduce the principal amount or premium, if any;
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reduce the rate or extend the time of payment of interest;
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reduce any amount payable on redemption;
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change the currency in which the principal (other than as may be provided otherwise with respect to a series), premium, if any, or interest is payable;
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reduce the amount of the principal of any debt security issued with an original issue discount that is payable upon acceleration or provable in bankruptcy;
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modify any of the subordination provisions or the definition of senior indebtedness applicable to any subordinated debt securities in a manner adverse to the holders of those securities;
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alter provisions of the indenture relating to the debt securities not denominated in U.S. dollars;
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impair the right to institute suit for the enforcement of any payment on any debt security when due;
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reduce the percentage of holders of debt securities of any series whose consent is required for any modification of the indenture, or the consent of whose holders is required for any waiver (of compliance with certain
provisions of the indenture or certain defaults thereunder and their consequences) provided for in the indenture; or
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modify any provisions set forth in this paragraph.
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Concerning the Trustee
The indenture provides that there may be more than one trustee under the indenture, each with respect to one or more series of debt securities.
If there are different trustees for different series of debt securities, each trustee will be a trustee of a trust under the indenture separate and apart from the trust administered by any other trustee under the indenture. Except as otherwise
indicated in this prospectus or any prospectus supplement, any action permitted to be taken by a trustee may be taken by such trustee only with respect to the one or more series of debt securities for which it is the trustee under the indenture. Any
trustee under the indenture may resign or be removed with respect to one or more series of debt securities. All payments of principal of, premium, if any, and interest on, and all registration, transfer, exchange, authentication and delivery
(including authentication and delivery on original issuance of the debt securities) of, the debt securities of a series will be effected by the trustee with respect to that series at an office designated by the trustee in New York, New York.
The indenture contains limitations on the right of the trustee, should it become a creditor of Visa, to obtain payment of claims in some cases
or to realize on certain property received in respect of any such claim as security or otherwise. The trustee may engage in other transactions. If it acquires any conflicting interest relating to any duties with respect to the debt securities,
however, it must eliminate the conflict or resign as trustee.
The holders of a majority in aggregate principal amount of any series of
debt securities then outstanding will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee with respect to such series of debt securities, provided that, the direction
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conflict with any rule of law or with the indenture, would not be unduly prejudicial to the rights of another holder of the debt securities, and would not involve any trustee in personal
liability. The indenture provides that in case an Event of Default shall occur and be known to any trustee and not be cured, the trustee must use the same degree of care as a prudent person would use in the conduct of his or her own affairs in the
exercise of the trustee’s power. Subject to these provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the debt securities, unless they shall
have offered to the trustee security and indemnity satisfactory to the trustee.
No Individual Liability of Incorporators, Stockholders, Officers or
Directors
The indenture provides that no incorporator and no past, present or future stockholder, officer or director, of us or any
successor corporation in their capacity as such shall have any individual liability for any of our obligations, covenants or agreements under the debt securities or the indenture.
Governing Law
The indenture and the debt
securities will be governed by, and construed in accordance with, the laws of the State of New York, including, without limitation, Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Law and Rules 327(b).
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DESCRIPTION OF WARRANTS
This section describes the general terms and provisions of our warrants to acquire our securities that we may issue from time to time. The
applicable prospectus supplement will describe the terms of any warrant agreements and the warrants issuable thereunder. If any particular terms of the warrants described in the prospectus supplement differ from any of the terms described herein,
then the terms described herein will be deemed superseded by that prospectus supplement.
General
We may issue warrants for the purchase of our debt securities, common stock, preferred stock, depositary shares or securities of third parties
or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. We may issue warrants
independently or together with other securities, and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement that we will enter into with a bank or trust company, as
warrant agent, as detailed in the applicable prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation, or agency or trust relationship, with you. We will file a copy of
the warrant and warrant agreement with the SEC each time we issue a series of warrants, and these warrants and warrant agreements will be incorporated by reference into the registration statement of which this prospectus is a part. A holder of our
warrants should refer to the provisions of the applicable warrant agreement and prospectus supplement for more specific information.
The
prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants, including, when applicable:
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the currency or currencies, including composite currencies, in which the price of the warrants may be payable;
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the number of warrants offered;
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the securities underlying the warrants, including the securities of third parties or other rights, if any, to receive payment in cash or securities based on the value, rate or price of one or more specified commodities,
currencies, securities or indices, or any combination of the foregoing, purchasable upon exercise of the warrants;
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the exercise price and the amount of securities you will receive upon exercise;
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the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be automatically exercised;
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the rights, if any, we have to redeem the warrants;
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the date on which the right to exercise the warrants will commence and the date on which the warrants will expire;
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the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security;
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the date on and after which the warrants and the related securities will be separately transferable;
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U.S. federal income tax consequences;
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the name of the warrant agent; and
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any other material terms of the warrants.
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After your warrants expire they will become void. All warrants will be issued in registered form.
The prospectus supplement may provide for the adjustment of the exercise price of the warrants.
Warrants may be exercised at the
appropriate office of the warrant agent or any other office indicated in the applicable prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will
not be entitled to payments made to holders of those securities.
The applicable warrant agreement may be amended or supplemented without
the consent of the holders of the warrants to which it applies to effect changes that are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the holders of the warrants. However, any
amendment that materially and adversely alters the rights of the holders of warrants will not be effective unless the holders of at least a majority of the applicable warrants then outstanding approve the amendment. Every holder of an outstanding
warrant at the time any amendment becomes effective, by continuing to hold the warrant, will be bound by the applicable warrant agreement as amended. The prospectus supplement applicable to a particular series of warrants may provide that certain
provisions of the warrants, including the securities for which they may be exercisable, the exercise price and the expiration date, may not be altered without the consent of the holder of each warrant.
DESCRIPTION OF PURCHASE CONTRACTS
We may issue purchase contracts for the purchase or sale of:
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debt or equity securities issued by us or securities of third parties, a basket of such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus
supplement;
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Each purchase contract will entitle the holder thereof to purchase or sell, and
obligate us to sell or purchase, on specified dates, such securities, currencies or commodities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may, however, satisfy our
obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering
the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any
acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.
The purchase
contracts may require us to make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis.
The purchase contracts may require the holders thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations
thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under either the senior
indenture or the subordinated indenture.
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DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units consisting of one or more shares of our class A common stock, shares
of our preferred stock, depositary shares, debt securities, warrants, purchase contracts or any combination of such securities. The applicable supplement will describe:
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the terms of the units and of the shares of class A common stock, shares of preferred stock, depositary shares, debt securities, warrants, purchase contracts or any combination of such securities comprising the units,
including whether and under what circumstances the securities comprising the units may be traded separately;
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a description of the terms of any unit agreement governing the units; and
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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SELLING SECURITY HOLDER
The selling security holder is Visa Foundation, a nonprofit public benefit corporation organized under the Nonprofit Public Benefit
Corporation Law of the State of California. As of the date of this prospectus, the selling security holder owns 2,199,780 shares of class A common stock, representing less than 0.12% of Visa’s outstanding class A common stock. Such shares of
class A common stock were previously shares of class C common stock indirectly owned by Visa Europe, and were acquired by Visa in connection with the acquisition of Visa Europe, and subsequently indirectly donated to Visa Foundation (by which time
they had automatically converted into shares of class A common stock). The business address of Visa Foundation is P.O. Box 8999, San Francisco, CA 94128-8999. Voting and investment decisions for Visa Foundation are made by its board of
directors, the members of which include Alfred F. Kelly, Jr., Lynne Biggar, Kelly Mahon Tullier, Ryan McInerney, Vasant M. Prabhu, Ellen Richey, Michael Ross, Douglas Sabo and William M. Sheedy.
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PLAN OF DISTRIBUTION
We or the selling security holder may sell the securities under this prospectus from time to time. We or the selling security holder may sell
the securities in one or more of the following ways from time to time:
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to or through one or more underwriters or dealers;
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in short or long transactions;
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through a combination of any of these methods of sale.
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If we or the selling security holder
use underwriters or dealers in the sale, the securities will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including:
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in privately negotiated transactions;
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in one or more transactions at a fixed price or prices, which may be changed from time to time;
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in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise;
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at prices related to those prevailing market prices; or
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We, the selling security holder and the underwriters, dealers or
agents, reserve the right to accept or reject all or part of any proposed purchase of the securities. We or the selling security holder will set forth in a prospectus supplement and pricing supplement, if any, the terms and offering of securities,
including:
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the names of any underwriters, dealers or agents;
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any agency fees or underwriting discounts or commissions and other items constituting agents’ or underwriters’ compensation;
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any discounts or concessions allowed or reallowed or paid to dealers;
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details regarding over-allotment options under which underwriters may purchase additional securities from us or the selling security holder, if any;
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the purchase price of the securities being offered and the proceeds we or the selling security holder will receive from the sale;
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the public offering price; and
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the securities exchanges on which such securities may be listed, if any.
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We or the selling
security holder may enter into derivative transactions with third parties or sell securities not covered by this prospectus to third parties in privately negotiated transactions from time to time. If the applicable prospectus supplement or pricing
supplement, if any, indicates, in connection with those derivative transactions, such third parties (or affiliates of such third parties) may sell securities covered by this prospectus, the applicable prospectus supplement and pricing supplement, if
any, including in short sale transactions. If so, such third parties (or affiliates of such third parties) may use securities pledged by us or the selling security holder or borrowed from us, the selling security holder or others to settle those
sales or to close out any related open borrowings of securities, and may use securities received from us or the selling security holder in settlement of those derivative transactions to close out any related open borrowings of securities. The third
parties (or affiliates of such third parties) in such sale transactions will be underwriters and will be identified in an applicable prospectus supplement (or a post-effective amendment).
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We or the selling security holder may loan or pledge securities to a financial institution or
other third party that in turn may sell the securities using this prospectus, an applicable prospectus supplement and an applicable pricing supplement, if any. Such financial institution or third party may transfer its economic short position to
investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus.
Underwriters, Agents and Dealers
. If underwriters are used in the sale of our securities, the securities will be acquired by the
underwriters for their own account and may be resold from time to time in one or more transactions described above. The securities may be offered to the public either through underwriting syndicates represented by managing underwriters or directly
by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the securities if they purchase any of the securities. We or
the selling security holder may use underwriters with which we or the selling security holder have a material relationship. We or the selling security holder will describe in the prospectus supplement, naming the underwriter, the nature of any such
relationship.
We or the selling security holder may authorize underwriters, dealers or agents to solicit offers by certain purchasers to
purchase our securities from us or the selling security holder at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. The
contracts will be subject only to those conditions set forth in the prospectus supplement, and the prospectus supplement will set forth any commissions we or the selling security holder pay for solicitation of these contracts.
Underwriters, dealers and agents may contract for or otherwise be entitled to indemnification by us or the selling security holder against
certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments made by the underwriters, dealers or agents, under agreements between us or the selling security holder and the underwriters,
dealers and agents.
We or the selling security holder may grant underwriters who participate in the distribution of our securities an
option to purchase additional securities to cover over-allotments, if any, in connection with the distribution.
Underwriters, dealers or
agents may receive compensation in the form of discounts, concessions or commissions from us, the selling security holder or our purchasers, as their agents in connection with the sale of our securities. These underwriters, dealers or agents may be
considered to be underwriters under the Securities Act. As a result, discounts, commissions or profits on resale received by the underwriters, dealers or agents may be treated as underwriting discounts and commissions. The prospectus supplement will
identify any such underwriter, dealer or agent and describe any compensation received by them from us or the selling security holder. Any public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed
from time to time.
Any underwriter may engage in over-allotment transactions, stabilizing transactions, short-covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the
stabilizing bids do not exceed a specified maximum. Short-covering transactions involve purchases of our securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a
selling concession from a dealer when the securities originally sold by the dealer are purchased in a transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time. We and the selling security holder make no representation or prediction as to the direction or magnitude of any effect these transactions may have on the price of our securities.
For a description of these activities, see the information under the heading “Underwriting” in the applicable prospectus supplement.
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Underwriters, broker-dealers or agents who may become involved in the sale of our securities may
engage in transactions with and perform other services for us or the selling security holder for which they receive compensation.
Direct Sales
. We or the selling security holder may also sell securities directly to one or more purchasers without using underwriters
or agents. In this case, no agents, underwriters or dealers would be involved. We or the selling security holder may sell securities upon the exercise of rights that we or the selling security holder may issue to our securityholders. We or the
selling security holder may also sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.
Trading Market and Listing of Securities
. Any shares of our class A common stock sold pursuant to a prospectus supplement will be
listed on the New York Stock Exchange. The securities other than our class A common stock may or may not be listed on a national exchange. It is possible that one or more underwriters may make a market in the a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We and the selling security holder cannot give any assurance as to the liquidity of the trading market for any of the securities.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information reporting requirements of the Exchange Act, and, in accordance with these requirements, we are required to
file periodic reports and other information with the SEC. The reports and other information filed by us with the SEC may be inspected and copied at the public reference facilities maintained by the SEC as described below.
We have filed with the SEC a registration statement on Form S-3 (the “Registration Statement,” which term shall encompass all
amendments, exhibits, annexes and schedules thereto and all documents incorporated by reference therein) pursuant to the Securities Act, and the rules and regulations promulgated thereunder, with respect to the securities offered hereby. This
prospectus, which constitutes a part of the Registration Statement, does not contain all the information contained in the Registration Statement, parts of which are omitted in accordance with the rules and regulations of the SEC. For further
information with respect to us and the securities offered hereby, reference is made to the Registration Statement.
You may copy and
inspect the Registration Statement, including the exhibits thereto, and the periodic reports and information referred to above at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 at prescribed rates.
Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our public filings are also available to the public from commercial document retrieval services and at the internet website maintained by the SEC at
“http://www.sec.gov.”
In addition, you may obtain these materials on the Investor Relations page of our website at
http://investor.visa.com. This is a textual reference only. The information on, or accessible through, our website is not part of this prospectus and should not be relied upon in connection with making any investment decision with respect to the
offered securities.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This prospectus “incorporates by reference” information that we have filed with the SEC under the Exchange Act, which means that we
are disclosing important information to you by referring you to those documents. Any statement contained in this prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus will be deemed modified or
superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or any subsequently filed document which also is, or is deemed to be, incorporated by reference into this prospectus modifies or supersedes
that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Accordingly, we incorporate by reference the specific documents listed below and any future
filings made with the SEC after the date hereof under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act which will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date we
subsequently file such reports and documents until the termination of this offering:
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Our Annual Report on
Form 10-K
for the fiscal year ended September 30, 2016;
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Our Quarterly Reports on
Form 10-Q
for the quarters ended December 31, 2016 and March 31, 2017;
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Our Current Reports on
Form 8-K
or
Form 8-K/A
filed with the SEC on December 2, 2015 (but only Exhibit 99.1 thereof),
September 2, 2016, October 18, 2016, October 21, 2016, February 1, 2017, April 18, 2017, and May 31, 2017; and
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Our Definitive Proxy Statement on Schedule 14A filed with the SEC on December 8, 2016.
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We will provide without charge to each person to whom a copy of this prospectus has been delivered a copy of any and all of these filings. You
may request a copy of these filings by writing or telephoning us at:
Visa Inc.
P.O. Box 8999
San Francisco, CA
94128-8999
(650) 432-3200
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LEGAL MATTERS
Unless otherwise specified in a prospectus supplement accompanying this prospectus, certain legal matters will be passed upon for us by Davis
Polk & Wardwell LLP, New York, New York. Any underwriters will also be advised about legal matters by their own counsel, which will be named in the prospectus supplement.
EXPERTS
The consolidated financial statements of Visa Inc. and subsidiaries as of September 30, 2016 and 2015, and for each of the years in the
three-year period ended September 30, 2016, and management’s assessment of the effectiveness of internal control over financial reporting as of September 30, 2016, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
The consolidated financial statements of Visa Europe Limited and subsidiaries as of September 30, 2015 and 2014, and for each of the
years in the three-year period ended September 30, 2015, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP (United Kingdom), independent auditors, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and auditing.
35
2,199,780 Shares
Visa Inc.
Class A Common Stock
PROSPECTUS
SUPPLEMENT
BofA Merrill Lynch
, 2017
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