Visa - Case Study: A Streamlined and Digital Exchange Offer Powered by Sodali & Co's Portal
08 September 2026
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Overview
Sodali & Co acted as Information Agent on the Visa Inc. Class B-1 and Class B-2 common stock Exchange Offer (announced on April 13, 2026), supporting the transaction with Portal, Sodali's proprietary digital solution for form submission and data collection. Portal delivered a fully customized experience for Visa and its shareholders, replacing a fragmented, paper-based process that is burdensome for both Visa and its shareholders, with a secure, real-time digital workflow. Sodali also supported Visa's shareholders directly, answering questions on the terms of the Exchange Offer and how to participate.
The transaction reflected a strong collaborative effort between Sodali & Co, Visa Inc., Davis Polk & Wardwell (as legal adviser to Visa) and Equiniti Shareholder Services (the transfer agent). Together, the parties demonstrated how Sodali & Co's Portal can support a wide range of transactions with a modern, scalable and versatile approach.
The Challenge
Visa Inc. needed to manage a private Exchange Offer for its Class B common stock involving more than 700 holders across two share classes. All Class B common stock is held outside DTC, in book-entry form through the transfer agent. Historically, this type of Exchange Offer was administered manually, via completion and submission of paper forms, which created a number of operational pain points for both the company and its shareholders:
- Fragmented communication across Visa’s external advisors
- Manual tracking of forms and submission status
- Limited visibility into the overall status of the offer
- Manual, time-consuming follow-ups with hundreds of shareholders
- Version inconsistencies across submitted documentation
- Heavy operational effort around by the deadline
With 700+ shareholders to manage across two share classes through a manual, fragmented process, Visa desired a solution that could bring structure, visibility and control to the entire submission lifecycle.
The Solution: Portal
Portal is Sodali & Co's flexible, digital solution for form submission and data collection, purpose-built for complex corporate actions. For Visa, it was tailored to support the full lifecycle of the equity Exchange Offer, from account setup through completion, replacing a fragmented, paper-based process with a single, structured digital workflow. The table below summarizes Portal's core capabilities and how each was applied to Visa's Exchange Offer.
|
Portal Feature |
How It Helped Visa's Case |
|
Configurable, multi-form workflow |
Three interconnected forms were built around Visa's exchange structure, with credentials and records pre-populated for each of the 700+ holders, letting participants complete forms directly or route them to a third party without manual inputs. |
|
Real-time validation & bulk data processing |
Built-in validation rules caught errors as they arose, while proprietary 'delta' files let Sodali process daily transfers and record updates directly in Portal, automatically triggering revised forms and notifications as holdings changed. |
|
Secure, permissioned access |
Access was limited to authorized parties, with sensitive shareholder data protected throughout account setup, submission and multi-party review. |
|
Live status tracking & communication |
A shared dashboard gave Visa, Davis Polk and Equiniti real-time visibility into submission status, reviewer ownership and comments, replacing fragmented email follow-ups with a single source of truth for deficiencies and corrections. |
|
Full audit trail & digital completion record |
Every submission carried a unique identification code and time stamp; at completion, executed forms were consolidated into a single PDF per account, Visa's countersignature applied, and confirmation notices released automatically. |
Results: A Successful Outcome for Visa
The Exchange Offer delivered more than 99% overall shareholder participation via Portal.
The end-to-end process was fully streamlined, eliminating manual intervention entirely and removing the reconciliation burden that had previously extended well beyond the offer deadline.
For Visa's shareholders, Portal replaced a fragmented paper-based process with a simplified, effective digital journey from submission through completion, with Visa receiving glowing feedback on the superior process from many of them.
“These are incredible results. I truly appreciate this team's hard work and dedication to get us here.” — Visa
Conclusion
By providing a digital alternative to traditional paper-based submissions, Portal enabled a more streamlined and user-friendly experience for Visa's participating shareholders. Live electronic updates and automated workflows helped reduce errors and improve efficiency throughout the process, while the platform's flexibility allowed it to be tailored precisely to Visa's operational requirements.
This transaction underscores how Sodali & Co's Portal can support a wide range of corporate actions and transaction types with a modern, scalable and versatile approach. We look forward to continuing to deliver innovative digital solutions across future corporate actions, no matter the complexity or challenge.
Summary
How Sodali & Co's Portal platform enabled a streamlined, secure and highly participative digital exchange process.
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