Visa Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Business Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 2025
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Registrant’s telephone number, including area code: (650) 432-3200
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Securities registered pursuant to Section 12(b) of the Act:
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Item 8.01. Other Events.
On April 30, 2025, Visa Inc. (the “Company”) announced an offering of €1,250,000,000 of its 2.250% Senior Notes due 2028 (the “2028 Notes”), €1,000,000,000 of its 3.125% Senior Notes due 2033 (the “2033 Notes”), €650,000,000 of its 3.500% Senior Notes due 2037 (the “2037 Notes”), and €600,000,000 of its 3.875% Senior Notes due 2044 (the “2044 Notes”) (the “2044 Notes,” and together with the 2028 Notes, 2033 Notes and 2037 Notes, the “Notes”).
The Notes were offered and sold pursuant to an Underwriting Agreement (the “Underwriting Agreement”) dated April 30, 2025 among the Company and the several underwriters named therein, under the Company’s automatic shelf registration statement as amended (the “Registration Statement”) on Form S-3 (Registration No. 333-280966), filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2024. The Company has filed with the SEC a prospectus supplement dated April 30, 2025, together with the accompanying prospectus dated July 24, 2024, relating to the offer and sale of the Notes. The Notes were issued on May 15, 2025 pursuant to an indenture dated as of December 14, 2015 (the “Indenture”) between the Company and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee. The Notes are unsecured obligations of the Company. The Indenture also contains customary event of default provisions. The following table summarizes information about the Notes and the offering thereof.
Title of securities | 2.250% Senior Notes due 2028 | 3.125% Senior Notes due 2033 | 3.500% Senior Notes due 2037 | 3.875% Senior Notes due 2044 | ||||||||||
Aggregate principal amount sold | €1,250,000,000 | €1,000,000,000 | €650,000,000 | €600,000,000 | ||||||||||
Maturity date | May 15, 2028 | May 15, 2033 | May 15, 2037 | May 15, 2044 | ||||||||||
Public offering price | 99.462% of the principal amount | 99.993% of the principal amount | 99.480% of the principal amount | 98.801% of the principal amount | ||||||||||
Interest payment date | Annually on each May 15, commencing on May 15, 2026. | Annually on each May 15, commencing on May 15, 2026. | Annually on each May 15, commencing on May 15, 2026. | Annually on each May 15, commencing on May 15, 2026. | ||||||||||
| Coupon | 2.250% | 3.125% | 3.500% | 3.875% | ||||||||||
Optional redemption | Prior to April 15, 2028, make-whole call at the applicable Comparable Government Bond Rate (as defined in the 2028 Note) plus 10 basis points; par call at any time thereafter | Prior to February 15, 2033, make-whole call at the applicable Comparable Government Bond Rate (as defined in the 2033 Note) plus 15 basis points; par call at any time thereafter | Prior to February 15, 2037, make-whole call at the applicable Comparable Government Bond Rate (as defined in the 2037 Note) plus 15 basis points; par call at any time thereafter | Prior to November 15, 2043, make-whole call at the applicable Comparable Government Bond Rate (as defined in the 2044 Note) plus 20 basis points; par call at any time thereafter | ||||||||||
The above description of the Underwriting Agreement, the Indenture and the Notes is qualified in its entirety by reference to the Underwriting Agreement, the Indenture and the forms of the Notes. Each of the Underwriting Agreement and the forms of the 2028 Notes, 2033 Notes, 2037 Notes and 2044 Notes are incorporated by reference into the Registration Statement and are attached to this Current Report on Form 8-K as Exhibit 1.1, Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively. The Indenture was previously incorporated by reference into the Registration Statement pursuant to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 14, 2015. An opinion regarding the legality of the Notes is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 5.1; and a consent relating to such incorporation of such opinion is incorporated by reference into the Registration Statement and is attached to this Current Report on Form 8-K as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Description | |||||||
| Underwriting Agreement dated April 30, 2025 among Visa Inc. and the several underwriters named therein | ||||||||
| Form of 2.250% Senior Notes due 2028 | ||||||||
| Form of 3.125% Senior Notes due 2033 | ||||||||
| Form of 3.500% Senior Notes due 2037 | ||||||||
| Form of 3.875% Senior Notes due 2044 | ||||||||
| Opinion of Davis Polk & Wardwell LLP | ||||||||
| Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1) | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VISA INC. | |||||||||||||||||
| Date: | May 15, 2025 | By: | /s/ Chris Suh | ||||||||||||||
| Name: | Chris Suh | ||||||||||||||||
| Title | Chief Financial Officer | ||||||||||||||||