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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/08/24 Visa Inc. SC TO-I 4:192K Visa Inc. Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: SC TO-I Tender-Offer Statement by an Issuer HTML 41K 4: EX-FILING FEES Filing Fees HTML 26K 2: EX-99.(A)(1)(A) Miscellaneous Exhibit HTML 62K 3: EX-99.(A)(1)(C) Miscellaneous Exhibit HTML 14K
| EX-FILING FEES |
Exhibit 107
Calculation of Filing Fee Tables
SC TO-I
(Form Type)
Visa Inc.
(Name of Issuer)
Visa Inc.
(Name of Person(s) Filing Statement)
Table 1: Transaction Valuation
| Transaction Valuation(1) |
Fee rate |
Amount of Filing Fee(2) | ||||
| Fees to Be Paid |
$107,700,308,049 | $147.60 per $1.0 million | $15,896,566 | |||
| Fees Previously Paid |
||||||
| Total Transaction Valuation |
$107,700,308,049 | |||||
| Total Fees Due for Filing |
$15,896,566 | |||||
| Total Fees Previously Paid |
||||||
| Total Fee Offsets |
$15,583,617 | |||||
|
Net Fee Due |
$312,949 | |||||
| (1) | This valuation assumes the acquisition by Visa Inc., a Delaware corporation (“Visa”), of up to 245,513,385 shares of its Class B-1 common stock, par value $0.0001 per share (“Class B-1 common stock”) in exchange for (i) up to 122,756,692 shares of its Class B-2 common stock, par value $0.0001 per share (“Class B-2 common stock”) and (ii) up to 48,719,062 shares of its Class C common stock, par value $0.0001 per share (“Class C common stock”) being offered in exchange for shares of Class B-1 common stock pursuant to the exchange offer (the “Exchange Offer”), described in the prospectus forming a part of the registration statement on Form S-4 (as amended through the date hereof, the “Registration Statement”) initially filed by Visa on January 29, 2024 (Registration No. 333-276747), relating to the transactions described on the Schedule TO with which this exhibit is filed. This valuation, estimated solely for the purpose of calculating the filing fee pursuant to Rule 0-11(a)(4) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is based on the product of (i) $276.33, the average of the high and low prices of Class A common stock, par value $0.0001 per share, of Visa (“Class A common stock”), as reported on the New York Stock Exchange on April 4, 2024, and (ii) 389,752,499, the maximum number of shares of Class A common stock into which shares of Class B-2 common stock and Class C common stock to be issued in the Exchange Offer are convertible based on the Applicable Conversation Rates (as such term is defined in the Registration Statement) for Class B-2 common stock and Class C common stock as of April 2, 2024. |
| (2) | Calculated at $147.60 per $1,000,000.00 of the total transaction valuation in accordance with Rule 0-11 under the Exchange Act, as modified by Fee Rate Advisory No. 1 for fiscal year 2024. |
Table 2: Fee Offset Claims and Sources
| Registrant or Filer Name |
Form or Filing Type |
File Number |
Initial Filing Date |
Filing Date |
Fee Offset Claimed |
Fee Paid with Fee Offset Source | ||||||||
| Fee Offset Claims |
Visa Inc. | SC TO-I | 005- | April 8, 2024 | $15,583,617 | |||||||||
| Fee Offset Sources |
Visa Inc. | S-4 | 333-276747 | January 29, 2024 | $15,583,617(3) | |||||||||
| (3) | Visa previously paid $15,583,617 upon the initial filing of the Registration Statement on January 29, 2024 in connection with the Exchange Offer. The fee due upon the filing of the Schedule TO with which this exhibit is filed is thereby offset as provided by Rule 0-11(a)(2). |
| This ‘SC TO-I’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/8/24 | 424B3, 425 | ||
| 4/4/24 | ||||
| 4/2/24 | ||||
| 1/29/24 | S-4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/08/24 Visa Inc. 424B3 1:573K Donnelley … Solutions/FA 4/08/24 Visa Inc. 425 1:20K Visa Inc. Donnelley … Solutions/FA 3/11/24 Visa Inc. S-4/A 5:779K Donnelley … Solutions/FA |