Visa Inc. · NYSE:V
Visa — Investor Presentation (September 2023)
21 slides from Visa's investor presentation, Sep 13, 2023
Slide 1: Potential Exchange Offer Program
Potential Exchange Offer Program September 13, 2023 ©2023 Visa. All rights reserved.
Slide 2: Overview of the Potential Exchange Offer Program
Overview of the Potential Exchange Offer Program • Following a Board evaluation process, Visa is engaging with its common stockholders on the subject of potential amendments to its Certificate of Incorporation that, together with the Potential Exchange Offer Program, would have the effect of releasi
Slide 3: Background
Background In connection with its 2007 restructuring and subsequent IPO, Visa created three classes of common stock (Classes A, B and C) The Class B shares provide protection to the Class A and Class C shares from U.S. Covered Litigation • Under the U.S. Retrospective Responsibility Plan (“Retro Pla
Slide 4: The mechanics of the Initial Potential Exchange Offer
The mechanics of the Initial Potential Exchange Offer Redenominated Class B Shares Class B-1 Shares Exchanged portion Unexchanged portion 50% of Exchanged Value 50% of Exchanged Value Class B-1 Shares for Class B-2 Shares for Class C Shares(1) Future downward adjustments to the Transferable and conv
Slide 5: The mechanics of the three successive Potential Exchange Offers
The mechanics of the three successive Potential Exchange Offers • Reduction of 50% or more of the interchange at issue in unresolved claims for damages in U.S. Covered Litigation • More than twelve months from preceding Exchange Offer Terms • Is at the discretion of Visa • Structured in the same man
Slide 6: The Program allows for a programmatic and measured release of Class B shares
The Potential Exchange Offer Program allows for a programmatic and measured release of Class B shares Illustrative (1) Economically Equivalent Protection 50% of Exchanged Value as Class C through Makewhole Agreements 50% of Exchanged Value as Class C 50% of Exchanged Value as Class B-2 50% of Exchan
Slide 7: Key considerations
Key considerations As a result of evaluation and discussions, the Board and management believe that the Potential Exchange Offer Program would provide benefits to all common stockholders. This is based on several considerations, including, but not limited to: Significant progress on the U.S. Covered
Slide 8: The U.S. Covered Litigation has one matter remaining, MDL 1720, and we have made significant progress
The U.S. Covered Litigation has one matter remaining, MDL 1720, and we have made significant progress Plaintiffs challenge: • Visa’s setting of interchange reimbursement fees: − An interchange reimbursement fee is paid by the acquirer to the issuer in a purchase transaction − Plaintiffs allege that
Slide 9: Claims representing ~90% of the payments volume and interchange at issue have been settled
Claims representing ~90% of the payments volume and interchange at issue have been settled 2018 Damages Class Opt-Out Total Claims as Represented by Claims as Represented by Payments Volume at Issue(2) Opt-Out Payments Volume(1) When you include the 2018 Damages Class, Opt-Outs, and pre-2018 ~70% se
Slide 10: We have paid $6.4B, with recent settlements ranging from ~3-8% of interchange
We have paid $6.4B, with recent settlements ranging from ~3-8%* of interchange Claims Resolved as Settlements Paid Settled Claims Represented by from Retro Plan % of Interchange(1) Settled and Paid Individual Settlements prior to 2018 Damages Class Settlement ~13% $1.0B Settled and Paid 2018 Damages
Slide 11: The unresolved and outstanding claims represent ~10% of interchange at issue
The unresolved and outstanding claims represent ~10% of interchange at issue Claims as Represented by Claims % of Interchange ~$486B(1) Unresolved and Outstanding • Recent settlements ranged from ~3-8% of the settling Settled and Paid merchant’s applicable interchange during the Damages Class period
Slide 12: The three Potential Successive Exchange Offers would be predicated on further reduction of interchange
The three Potential Successive Exchange Offers would be predicated on further reduction of interchange at issue in unresolved claims Illustrative Example: Reduction of 50% or more of Interchange Future interchange at issue in Determination Date Determination Date unresolved claims Calculate the tota
Slide 13: The Program would provide benefits to all Visa common stockholders
The Potential Exchange Offer Program would provide benefits to all Visa common stockholders 1 Ongoing protection to Class A and Class C stockholders • Class A and Class C stockholders maintain economically equivalent protection from the remaining U.S. Covered Litigation. In the event that the remain
Slide 14: Summary and next steps
Summary and next steps • The appreciation in the value of the Class B shares has been substantial – the current as-converted value of the Class B shares is ~$96B(1) • Visa has made significant progress on the U.S. Covered Litigation • In the Potential Exchange Offer Program, Class A and Class C stoc
Slide 15: Appendix
Appendix ©2023 Visa. All rights reserved.
Slide 16: Overview of common stock share classes created in conjunction with Visa's 2007 restructuring and subsequent IPO
Overview of common stock share classes created in conjunction with Visa’s 2007 restructuring and subsequent IPO • Publicly held and traded on the New York Stock Exchange Class A • Financial institution clients of Visa are prohibited from holding Class A stock for their own accounts • As of July 19,
Slide 17: Illustrative Class B participation scenarios – Initial Potential Exchange Offer
Illustrative Class B participation scenarios – Initial Potential Exchange Offer Key Assumptions: • Class B stockholder owns 100,000 Class B shares • Class B to Class A conversion rate is 1.5902 • Class C to Class A conversion rate is 4.0000 • Visa Class A share price on date of exchange is $245.68;
Slide 18: Illustrative Class B participation scenarios – Initial Potential Exchange Offer (continued)
Illustrative Class B participation scenarios – Initial Potential Exchange Offer (continued) Assumes Class B stockholders fully participate in initial Potential Exchange Offer Visa Common Stock Share Ownership (on an as-converted basis)(1) Illustrative 1.9% 1.9% 1.9% 11.5% 9.6% 19.2% 19.2% Class C Sh
Slide 19: Illustrative additional escrow funding after Initial Potential Exchange Offer
Illustrative additional escrow funding after Initial Potential Exchange Offer Based on the $245.68 NYSE closing price of Class A shares on August 31, 2023 B-1 Conversion Rate B-2 Conversion Rate Starting Conversion Rate into Class A Common Stock 1.5902 1.5902 Additional Escrow Deposit (not cumulativ
Slide 20: Disclaimer
Disclaimer Additional Information and Where to Find It If Visa determines to propose Certificate of Incorporation amendments to its stockholders in the currently contemplated or a modified form, Visa would file with the Securities and Exchange Commission (“SEC”) a proxy statement describing the prop
Slide 21: Disclaimer (continued)
Disclaimer (continued) Forward-Looking Statements This communication contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 that relate to, among other things, the approval and implementation of the Certificate of Incorporation amendments