Summary by Moomoo AI
Visa Inc. received comments from the United States Securities and Exchange Commission (SEC) on February 29, 2024, regarding its Registration Statement on Form S-4, initially filed on January 29, 2024. The SEC's letter to CEO Ryan McInerney outlined several concerns and requested amendments or clarifications. Issues raised include the representations and warranties required from stockholders in the Exchange Offer, the discretion Visa claims in determining the validity and eligibility of tendered shares, and conditions that could lead to the termination of the Exchange Offer. The SEC also requested Visa to clarify the tax consequences for financial institutions participating in the Exchange Offer and to file a tax opinion regarding the recapitalization status of the offer. Visa is responsible for promptly informing stockholders if any offer condition is triggered and for the accuracy of their disclosures. The SEC has asked for a response through an amended registration statement or a detailed explanation for not amending.