Item 8.01. Other Events.

On March 31, 2020, Visa Inc. (the "Company") announced an offering of $1,500,000,000 of its 1.900% Senior Notes due 2027 (the "2027 Notes"), $1,500,000,000 of its 2.050% Senior Notes due 2030 (the "2030 Notes") and $1,000,000,000 of its 2.700% Senior Notes due 2040 (the "2040 Notes," and together with the 2027 Notes and 2030 Notes, the "Notes").

The Company received net proceeds of approximately $3.96 billion, after deducting underwriting discounts and estimated offering expenses payable by the Company. The net proceeds will be used for general corporate purposes.

The Notes were offered and sold pursuant to an Underwriting Agreement (the "Underwriting Agreement") dated March 31, 2020 among the Company and BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, under the Company's automatic shelf registration statement as amended (the "Registration Statement") on Form S-3 (Registration No. 333-226396), filed with the Securities and Exchange Commission (the "SEC") on July 27, 2018. The Company has filed with the SEC a prospectus supplement dated March 31, 2020, together with the accompanying prospectus dated July 27, 2018, relating to the offer and sale of the Notes. The Notes were issued on April 2, 2020 pursuant to the Indenture dated as of December 14, 2015 between the Company and 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.



                                   1.900% Senior      2.050% Senior      2.700% Senior
                                       Notes              Notes              Notes
Title of securities                   due 2027           due 2030           due 2040

Aggregate principal amount sold $1,500,000,000 $1,500,000,000 $1,000,000,000



Maturity date                     April 15, 2027     April 15, 2030     April 15, 2040

Public offering price             99.718% of the     99.855% of the     99.264% of the
                                  principal amount   principal amount   principal amount

Interest payment dates            Semi-annually on   Semi-annually on   Semi-annually on
                                  each April 15      each April 15      each April 15
                                  and October 15,    and October 15,    and October 15,
                                  commencing on      commencing on      commencing on
                                  October 15,        October 15,        October 15,
                                  2020.              2020.              2020.

Coupon                            1.900%             2.050%             2.700%

Optional redemption               Prior to           Prior to           Prior to
                                  February 15,       January 15,        October 15,
                                  2027, make-whole   2030, make-whole   2039, make-whole
                                  call at the        call at the        call at the
                                  applicable U.S.    applicable U.S.    applicable U.S.
                                  treasury rate      treasury rate      treasury rate
                                  plus 25 basis      plus 25 basis      plus 25 basis
                                  points; par call   points; par call   points; par call
                                  at any time        at any time        at any time
                                  thereafter         thereafter         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 Notes. Each of the Underwriting Agreement and the forms of the 2027 Notes, 2030 Notes and 2040 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 and Exhibit 4.3, 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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



   1.1        Underwriting Agreement dated March 31, 2020 among Visa Inc. and BofA
            Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC
            and Wells Fargo Securities, LLC, as representatives of the several
            underwriters named therein

   4.1        Form of 1.900% Senior Notes due 2027

   4.2        Form of 2.050% Senior Notes due 2030

   4.3        Form of 2.700% Senior Notes due 2040

   5.1        Opinion of Davis Polk & Wardwell LLP

  23.1        Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)

  104       The cover page from this Current Report on Form 8-K, formatted in Inline
            XBRL

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