Shift4 Payments Announces Convertible Notes Offering
20 Juli 2021 - 10:15PM
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, $500.0 million aggregate
principal amount of convertible senior notes due 2027 (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 $75.0 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
August 1, 2027, unless earlier repurchased, redeemed or converted.
Before May 1, 2027, noteholders will have the right to convert
their Notes in certain circumstances and during specified periods.
Shift4 will satisfy its conversion obligations by paying cash up to
the aggregate principal amount of Notes to be converted and pay or
deliver, 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, in respect of the
remainder. 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 August 6, 2024 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, which may include acquisitions or
investments.
Concurrently with the offering of Notes, Shift4 is offering
approximately 1,791,818 shares of its Class A common stock, and
certain entities associated with Searchlight Capital Partners, L.P.
also intend to offer 5,208,182 shares of Shift4’s Class A common
stock in an underwritten offering. We also intend to grant the
underwriters of that offering a 30-day option to purchase up to an
additional 1,050,000 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 independent provider
of integrated payment processing and technology solutions,
delivering a complete ecosystem of solutions that extend beyond
payments to include a wide range of value-added services. The
company’s technologies help power over 350 software providers in
numerous industries, including hospitality, retail, F&B,
e-commerce, lodging, gaming, and many more. With over 7,000 sales
partners, the company securely processed more than 3.5 billion
transactions annually for over 200,000 businesses in 2019.
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version on businesswire.com: https://www.businesswire.com/news/home/20210720006198/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 888.276.2108 x1107
nhirshberg@shift4.com
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