Shift4 Payments Announces Upsizing and Pricing of Offering of $550.0 Million of Convertible Notes Offering
22 Juli 2021 - 1:46PM
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 $550.0 million aggregate principal amount of
0.50% convertible senior notes due 2027 (the “Notes”). The offering
size was increased from the previously announced offering size of
$500.0 million aggregate principal amount of Notes. The issuance
and sale of the Notes are scheduled to settle on July 26, 2021,
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 $82.5 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. The
Notes will bear interest at a rate of 0.50% per year, payable
semi-annually in arrears on February 1 and August 1 of each year,
beginning on February 1, 2022. The Notes 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
only upon the occurrence of certain events. From and after May 1,
2027, 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
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 initial conversion rate is 8.1524 shares of Class A
common stock per $1,000 principal amount of Notes, which represents
an initial conversion price of approximately $122.66 per share of
Class A common stock. The initial conversion price represents a
premium of approximately 42.5% 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
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 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 interest to, but excluding, the applicable
repurchase date.
Shift4 intends to use the net proceeds of the offering for
general corporate purposes, which may include acquisitions or
investments.
Shift4 also announced that it and certain selling stockholders
have determined to not pursue the previously announced proposed
public offering of Class A common stock.
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/20210722005551/en/
Investor Relations: Sloan Bohlen 610.596.4475
investors@shift4.com
Media: James McCusker jmccusker@soleburytrout.com
Nate Hirshberg Vice President, Marketing Shift4 Payments
888.276.2108 x1107 nhirshberg@shift4.com
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