Visa 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 19, 2012
(Exact name of Registrant as Specified in Its Charter)
Registrants Telephone Number, Including Area Code: (650) 432-3200
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Item 1.01 Entry into a Material Definitive Agreement.
On October 19, 2012, Visa Inc. (the Company); its wholly owned subsidiaries Visa U.S.A. Inc. and Visa International Service Association; MasterCard Incorporated; MasterCard International Incorporated; various U.S. financial institution defendants; and the Class Plaintiffs (as defined below) signed a settlement agreement (the Settlement Agreement) to resolve the claims of the class plaintiffs (the Class Plaintiffs) in the matter styled In re Payment Card Interchange Fee and Merchant Discount Antitrust Litigation, No. 05-MD-1720 (JG) (JO) (the Multi-District Litigation). The claims originally were brought by a class of U.S. retailers in 2005.
The Settlement Agreement includes, among other terms:
The Settlement Agreement is the result of extensive negotiations and mediation among the parties. It remains subject to court approval, which the Company cannot assure will be received.
The parties to the Settlement Agreement are:
Photos Etc. Corporation
Discount Optics, Inc.
Crystal Rock LLC
Leons Transmission Service, Inc.
Payless ShoeSource, Inc.
Capital Audio Electronics, Inc.
Visa Inc., Visa U.S.A. Inc., and Visa International Service Association
MasterCard International Incorporated and MasterCard Incorporated
Bank of America, N.A., and Bank of America Corporation
BA Merchant Services LLC, formerly known as National Processing, Inc.
FIA Card Services, N.A., formerly known as MBNA America Bank, N.A., and Bank of America, N.A (USA)
Barclays Bank Delaware and Barclays Bank plc (in its individual capacity and as successor in interest to Barclays Financial Corp.)
Capital One Bank (USA), N.A., Capital One, N.A. (as successor to Capital One F.S.B.), and Capital One Financial Corporation
Chase Bank USA, N.A., Chase Manhattan Bank USA, N.A., JPMorgan Chase Bank, N.A., JPMorgan Chase & Co., Bank One Corporation, and Bank One Delaware, N.A.
Chase Paymentech Solutions, LLC
Citibank, N.A., on behalf of itself and as successor in interest to Citibank (South Dakota), N.A.
Fifth Third Bancorp
First National Bank of Omaha
HSBC Finance Corporation
HSBC Bank USA, N.A.
HSBC North America Holdings Inc.
HSBC Holdings plc
HSBC Bank plc
PNC Financial Services Group, Ins., successor by merger to National City Corporation
PNC Bank, National Association, successor by merger to National City Bank and National City Bank of Kentucky
Texas Independent Bancshares, Inc.
SunTrust Banks, Inc., and SunTrust Bank
Wells Fargo Bank, N.A., for itself and as successor to Wachovia Bank, N.A.
Wells Fargo & Company, for itself and as successor to Wachovia Corporation
Item 8.01 Other Events.
The Company and the individual plaintiffs (the Individual Plaintiffs) in the Multi-District Litigation have signed an agreement to resolve the Individual Plaintiffs claims against the Company. The Companys portion of the cash settlement with the Individual Plaintiffs is approximately $350 million.
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.