Corporate ActionMay 12, 2026, 04:18 PM
Visa Settles Exchange Offer; Makewhole Agreements Effective
AI Summary
Visa Inc. settled its previously announced exchange offer for any and all outstanding shares of its Class B-1 and Class B-2 common stock on May 12, 2026. In connection with this, Visa entered into Makewhole Agreements, effective May 11, 2026, with participating holders. These agreements obligate holders to reimburse Visa in cash for future U.S. covered litigation escrow account deposits and stipulate a staged transfer of Class C common stock received in the exchange offer. The estimated interchange reimbursement fees at issue in unresolved U.S. covered litigation were $17.4 billion as of May 11, 2026.
Key Highlights
- Settled exchange offer for Class B-1 and Class B-2 common stock on May 12, 2026.
- Entered into Makewhole Agreements, effective May 11, 2026, with participating holders.
- Holders obligated to reimburse Visa in cash for future U.S. covered litigation escrow deposits.
- Staged transfer of Class C common stock: up to one-third before June 25, 2026, and up to two-thirds before August 9, 2026.
- Estimated interchange reimbursement fees in unresolved U.S. covered litigation were $17.4 billion as of May 11, 2026.
- Makewhole Amounts are payable within 30 days of demand and become Visa's unrestricted property.
- Visa agrees to refund overpayments under specific conditions after the Escrow Termination Date.