Shift4 Payments Announces Upsizing and Pricing of Offering of $600.0 Million of Convertible Notes Offering
03 Dezember 2020 - 12:30PM
Business Wire
Shift4 Payments, Inc. (“Shift4”) (NYSE: FOUR), a leading
independent provider of integrated payment processing and
technology solutions, today announced that it has upsized and
priced an offering of $600.0 million aggregate principal amount of
0.00% convertible senior notes due 2025 (the “Notes”). The offering
size was increased from the previously announced offering size of
$400.0 million aggregate principal amount of Notes. The issuance
and sale of the Notes are scheduled to settle on December 7, 2020,
subject to customary closing conditions. Shift4 also granted 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 $90.0 million
aggregate principal amount of the Notes. The Notes are being
offered 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.
The Notes will be senior, unsecured obligations of Shift4 and
will not bear regular interest, and the principal amount of the
Notes will not accrete. The Notes 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
only upon the occurrence of certain events. From and after
September 15, 2025, noteholders may convert their Notes at any time
at their election until the close of business on the second
scheduled trading day immediately before the maturity date. 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 initial conversion rate is 12.4262 shares of
Class A common stock per $1,000 principal amount of Notes, which
represents an initial conversion price of approximately $80.48 per
share of Class A common stock. The initial conversion price
represents a premium of approximately 45.0% over the public
offering price in the concurrent public offering of Class A common
stock described below. The conversion rate and conversion price
will be subject to adjustment upon the occurrence of certain
events.
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 special interest, if any,
to, but excluding, the redemption date.
If certain events that constitute a “fundamental change” occur,
then, subject to a limited exception, noteholders may require
Shift4 to repurchase their Notes at a cash repurchase price equal
to the principal amount of the Notes to be repurchased, plus
accrued and unpaid special interest, if any, to, but excluding, the
applicable repurchase date.
Shift4 intends to use the net proceeds of the offering for
general corporate purposes.
Shift4 also announced today the pricing of a concurrent
underwritten public offering of approximately 8,000,000 shares of
Shift4’s Class A common stock by certain selling stockholders at a
public offering price of $55.50 per share. Certain selling
stockholders also granted 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/20201203005465/en/
Investor Relations: Sloan Bohlen 610.596.4475
investors@shift4.com
Media: James McCusker jmccusker@soleburytrout.com
Nate Hirshberg Vice President, Marketing Shift4 Payments
nhirshberg@shift4.com
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