Visa announced its Board of Directors has authorized the company to proceed with a new exchange offer for its outstanding Class B common stock. The action is contingent upon a significant reduction in estimated liabilities from ongoing U.S. litigation, a condition the company expects to be met shortly.
Key Details
- Offer Structure: The exchange offer will be available to holders of Class B-1 and B-2 common stock, allowing them to exchange shares for a combination of new, restricted Class B-3 common stock and freely transferable Class C common stock.
- Contingency: The offer is dependent on the estimated interchange reimbursement fees from unresolved U.S. litigation dropping by over 50% from the $49.6 billion level recorded on October 1, 2023. Visa anticipates this threshold will be crossed following an expected dismissal of claims in a specific case within the next several weeks.
- Next Steps: Visa plans to file a Form S-4 registration statement with the SEC to outline the offer's terms. The final timing is subject to the conditions being met, SEC review, and market conditions.