Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
03 Dezember 2020 - 2:09PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated December 2, 2020
Relating to Preliminary Prospectus dated November 30, 2020
Registration Statement No. 333-251023
SHIFT4 PAYMENTS, INC.
8,000,000 Shares of Class A Common Stock
The following information relates only to the securities described below and should be read together with the preliminary prospectus dated
November 30, 2020 (the preliminary prospectus). The following information supplements and updates the information contained in the preliminary prospectus. All references in this communication to dollar amounts are references to U.S.
dollars. The preliminary prospectus was included in the Registration Statement on Form S-1 (File No. 333-251023), which may be accessed through the following link:
https://www.sec.gov/Archives/edgar/data/1794669/000119312520305571/d31643ds1.htm
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Issuer:
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Shift4 Payments, Inc., a Delaware corporation
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Ticker / Exchange:
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FOUR / The New York Stock Exchange
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Title of Securities:
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Class A common stock, par value $0.0001 per share, of the Issuer (Class A Common Stock)
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Shares Offered and Sold:
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8,000,000 shares of Class A Common Stock by certain selling stockholders of the Issuer (or 9,200,000 shares of Class A Common Stock if the underwriters exercise their option to purchase additional shares in full from the
selling stockholders).
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Last Reported Sale Price of Class A Common Stock on The New York Stock Exchange on December 2, 2020:
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$55.85
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Initial Price to Public:
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$55.50
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Pricing Date:
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December 2, 2020
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Trade Date:
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December 3, 2020
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Settlement Date:
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December 7, 2020
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CUSIP:
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82452J 109
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Use of Proceeds:
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The selling stockholders will receive all of the net proceeds from the offering of Class A Common Stock and the Issuer will not receive any proceeds from the sale of the shares in the offering of Class A Common
Stock.
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Concurrent Convertible Notes Offering:
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Concurrently with this offering of Class A Common Stock, the Issuer is offering to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, $600,000,000 aggregate principal amount of 0.00% convertible senior notes due 2025 (the Convertible Notes), or a total of $690,000,000 million
aggregate principal amount of the Convertible Notes if the initial purchasers in that offering exercise in full their option to purchase additional Convertible Notes (such concurrent offering of Convertible notes, the Concurrent Convertible
Notes Offering). The size of the Concurrent Convertible Notes Offering was increased from the previously announced offering of $400,000,000 aggregate principal amount of the Convertible Notes. The Convertible Notes will not bear interest and
will mature on December 15, 2025 unless earlier repurchased, redeemed or converted. The conversion rate for the Convertible Notes will initially be 12.4262 shares of Class A Common Stock per $1,000 principal amount of Convertible Notes
(equivalent to an initial conversion price of approximately $80.48 per share of Class A Common Stock), subject to adjustment. Before September 15, 2025, holders will have the right to convert their Convertible Notes only upon the
occurrence of certain events. From and after September 15, 2025, holders may convert their Convertible Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.
Upon conversion of the Convertible Notes, the Issuer will pay or deliver, as the case may be, cash, shares of Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Issuers election. This
communication does not constitute an offer to sell or a solicitation of an offer to buy any securities being offered in the Concurrent Convertible Notes Offering. The Issuer cannot assure you that the Concurrent Convertible Notes Offering will be
completed or, if completed, on what terms it will be completed. The completion of this offering of Class A Common Stock is not contingent on the completion of the Concurrent Convertible Notes Offering (nor is the completion of the Concurrent
Convertible Notes Offering contingent on the consummation of this offering of Class A Common Stock).
The Issuer estimates that the net proceeds from the Concurrent Convertible Notes Offering will be approximately $585.6 million (or approximately
$673.6 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers discounts and commissions and estimated offering expenses payable by the Issuer. The Issuer
intends to use the net proceeds from the Concurrent Convertible Notes Offering for general corporate purposes.
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Lead Joint Book-Running Managers:
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Goldman Sachs & Co. LLC
Credit Suisse
Securities (USA) LLC
Citigroup Global Markets Inc.
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Joint Book-Running Managers:
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BofA Securities, Inc.
Morgan Stanley & Co.
LLC
RBC Capital Markets, LLC
Evercore Group
L.L.C.
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Co-Managers:
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Raymond James & Associates, Inc.
Truist
Securities, Inc.
WR Securities, LLC
Citizens Capital Markets,
Inc.
Scotia Capital (USA) Inc.
TD Securities (USA) LLC
Telsey Advisory Group LLC
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The Issuer has filed a registration statement (including the preliminary prospectus dated November 30, 2020) with the
Securities and Exchange Commission (the SEC) for the offering of Class A Common Stock to which this communication relates. Before you invest, you should read the preliminary prospectus in that registration statement and other
documents the Issuer has filed with the SEC for more complete information about the Issuer and the offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any
dealer participating in the offering will arrange to send you these documents if you request them by contacting: (i) Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York NY 10282 (Tel: 1-866-471-2526, email to Prospectus-ny@ny.email.gs.com; (ii) Credit Suisse
Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560 (Tel: 800-221-1037 or email to
usa.prospectus@credit-suisse.com) or (iii) from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel:
800-831-9146 or email to: Prospectus@citi.com).
This communication
should be read in conjunction with the preliminary prospectus dated November 30, 2020. The information in this communication supersedes the information in the preliminary prospectus to the extent inconsistent with the information in the
preliminary prospectus.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of these securities 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 disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other
notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.
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