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Visa | S-4: Registration of securities issued in business combination transactions

SEC announcement ·  Jan 29 16:16
Summary by Moomoo AI
Visa Inc. has filed a registration statement with the SEC for an Exchange Offer, allowing shareholders to exchange Class B-1 common stock for a combination of Class B-2 common stock, Class C common stock, and cash in lieu of fractional shares. The offer is set to expire on a specified date unless extended. Shareholders participating in the offer must also sign a Makewhole Agreement, obligating them to reimburse Visa for future obligations related to U.S. covered litigation. The Exchange Offer is designed to provide liquidity to Class B-1 shareholders while protecting Class A and Class C shareholders from litigation losses. The offer is subject to conditions, including SEC registration statement effectiveness and the execution of the Makewhole Agreement. Visa...Show More
Visa Inc. has filed a registration statement with the SEC for an Exchange Offer, allowing shareholders to exchange Class B-1 common stock for a combination of Class B-2 common stock, Class C common stock, and cash in lieu of fractional shares. The offer is set to expire on a specified date unless extended. Shareholders participating in the offer must also sign a Makewhole Agreement, obligating them to reimburse Visa for future obligations related to U.S. covered litigation. The Exchange Offer is designed to provide liquidity to Class B-1 shareholders while protecting Class A and Class C shareholders from litigation losses. The offer is subject to conditions, including SEC registration statement effectiveness and the execution of the Makewhole Agreement. Visa has the right to waive conditions, extend, amend, or terminate the offer. Shareholders must submit a Letter of Transmittal, Substitute Form W-9, and other required documents to participate. The Exchange Offer is expected to be tax-neutral for U.S. shareholders, with no gain or loss recognized for the exchange of shares.
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