Shift4 Payments Announces Convertible Notes Offering
30 November 2020 - 10:05PM
Business Wire
Shift4 Payments, Inc. (“Shift4”) (NYSE: FOUR), a leading
independent provider of integrated payment processing and
technology solutions, today announced its intention to offer,
subject to market and other conditions, $400.0 million aggregate
principal amount of convertible senior notes due 2025 (the “Notes”)
in a private offering that is exempt from the registration
requirements of the Securities Act of 1933, as amended (the
“Securities Act”), to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities
Act. Shift4 also expects to grant the initial purchasers of the
Notes an option to purchase, for settlement within a period of 13
days from, and including, the date the Notes are first issued, up
to an additional $60.0 million aggregate principal amount of the
Notes.
The Notes will be senior, unsecured obligations of Shift4, will
accrue interest payable semi-annually in arrears and will mature on
December 15, 2025, unless earlier repurchased, redeemed or
converted. Before September 15, 2025, noteholders will have the
right to convert their Notes in certain circumstances and during
specified periods. Shift4 will settle conversions by paying or
delivering, as applicable, cash, shares of its Class A common stock
(“Class A common stock”) or a combination of cash and shares of its
Class A common stock, at Shift4’s election. The Notes will be
redeemable, in whole or in part, for cash at Shift4’s option at any
time, and from time to time, on or after December 20, 2023 and on
or before the 40th scheduled trading day immediately before the
maturity date, but only if the last reported sale price per share
of Shift4’s Class A common stock exceeds 130% of the conversion
price for a specified period of time. The redemption price will be
equal to the principal amount of the Notes to be redeemed, plus
accrued and unpaid interest, if any, to, but excluding, the
redemption date. The final terms of the Notes, including the
interest rate, initial conversion rate and certain other terms of
the Notes, will be determined at the pricing of the offering.
Shift4 intends to use the net proceeds of the offering for
general corporate purposes.
Concurrently with the offering of Notes, certain selling
stockholders of Shift4 are offering approximately 8,000,000 shares
of Shift4’s Class A common stock in an underwritten public
offering. Certain selling stockholders also intend to grant the
underwriters of that offering a 30-day option to purchase up to an
additional 1,200,000 shares of Shift4’s Class A common stock.
Nothing contained herein shall constitute an offer to sell or the
solicitation of an offer to buy the Class A common stock. The
offering of Notes is not contingent upon the concurrent public
offering of Class A common stock, and the concurrent public
offering of Class A common stock is not contingent upon the
offering of Notes.
The offer and sale of the Notes and any shares of Class A common
stock issuable upon conversion of the Notes have not been, and will
not, be registered under the Securities Act or any other securities
laws, and the Notes and any such shares cannot be offered or sold
except to persons reasonably believed to be qualified institutional
buyers in reliance on the exemption from registration provided by
Rule 144A under the Securities Act.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, the Notes or any shares of Class A
common stock issuable upon conversion of the Notes, nor shall there
be any sale of the Notes or any such shares, in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. Any offers of
the Notes will be made only by means of a private offering
memorandum.
There can be no assurances that the offering of the Notes will
be completed as described herein or at all.
About Shift4 Payments:
Shift4 Payments (NYSE: FOUR) is a leading provider of integrated
payment processing and technology solutions, delivering a complete
omnichannel ecosystem that extends beyond payments to include a
wide range of commerce-enabling services. The company’s
technologies help power over 350 software providers in numerous
industries, including hospitality, retail, F&B, ecommerce,
lodging, gaming, and many more. With over 7,000 sales partners, the
company securely processed more than $200 billion in payments
volume for over 200,000 businesses in 2019. For more information,
visit shift4.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20201130005911/en/
Investor Relations: Sloan Bohlen 610.596.4475
investors@shift4.com Media Contacts: James McCusker
jmccusker@soleburytrout.com Nate Hirshberg Vice President,
Marketing Shift4 Payments nhirshberg@shift4.com
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