Current Report Filing (8-k)
03 Dezember 2020 - 2:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 30, 2020
SHIFT4 PAYMENTS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-39313
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84-3676340
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2202 N. Irving St.
Allentown, Pennsylvania 18109
(Address of principal executive offices) (Zip Code)
(888) 276-2108
(Registrants telephone number, include area code)
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Class A Common Stock
$0.0001 par value per share
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FOUR
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The New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01. Other Events.
Launch Press Release
On November 30, 2020, the
Company announced its intention to offer $400.0 million aggregate principal amount of convertible senior notes due 2025 (the Notes) in a private offering to persons reasonably believed to be qualified institutional
buyers, as defined in, and in accordance with, Rule 144A under the Securities Act of 1933, as amended (the Securities Act). The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1
to this Current Report on Form 8-K.
Pricing Press Release
On December 3, 2019, the Company. announced the pricing of its offering of $600.0 million aggregate principal amount of Notes in a private offering
to persons reasonably believed to be qualified institutional buyers, as defined in, and in accordance with, Rule 144A under the Securities Act. The offering size was increased from the previously announced offering size of $400.0 million
aggregate principal amount of Notes. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.2 to this Current Report on Form 8-K.
This Form 8-K does not constitute an offer to sell any securities or a solicitation of an offer to purchase any
securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit shall be deemed to be
furnished, and not filed:
SIGNATURES
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.
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SHIFT4 PAYMENTS, INC.
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Date: December 3, 2020
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By:
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/s/ Jordan Frankel
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Jordan Frankel
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General Counsel and Secretary
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