Shift4 Announces Pricing of Offering of $1,100.0 Million of Senior Notes due 2032
13 August 2024 - 2:29AM
Business Wire
Shift4 Payments, Inc. (NYSE: FOUR), a leader in integrated
payments and commerce technology, today announced that its
subsidiaries, Shift4 Payments, LLC (“Shift4”) and Shift4 Payments
Finance Sub, Inc., have priced an offering of $1,100.0 million
aggregate principal amount of 6.750% senior notes due 2032 (the
“Notes”). The Notes were priced at par value and will bear an
interest rate of 6.750% per annum. 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”).
The Notes will be guaranteed, jointly and severally, on a senior
unsecured basis, by certain of Shift4’s subsidiaries. Shift4
expects to close the offering of the Notes on August 15, 2024,
subject to the satisfaction of customary closing conditions.
Shift4 intends to use the net proceeds of the offering for
general corporate purposes, which includes working capital,
acquisitions, retirement of debt, repurchases of common stock and
other business opportunities. Shift4 currently expects to retain
certain of the net proceeds to repay outstanding borrowings under
Shift4 Payments, Inc.’s $690.0 million of outstanding 0.00%
Convertible Senior Notes due 2025 Notes (the “2025 Notes”) and/or
Shift4’s $450.0 million of outstanding 4.625% Senior Notes due 2026
(the “2026 Notes”).
The Notes have not been and will not be registered under the
Securities Act and have not and will not be offered or sold within
the United States or to U.S. persons, 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 and to certain persons in offshore transactions in
reliance on Regulation S under the Securities Act.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, 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 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.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Shift4 intends such forward-looking statements to be covered
by the safe harbor provisions for forward-looking statements
contained in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking
statements, including statements regarding our intention to repay
outstanding borrowings under the 2025 Notes and/or the 2026
Notes.
These statements are neither promises nor guarantees, but
involve known and unknown risks, uncertainties and other important
factors that may cause our actual results, performance or
achievements to be materially different from any futures results,
performance or achievements expressed or implied by the
forward-looking statements, including, but not limited to, the
following: the substantial and increasingly intense competition
worldwide in the financial services, payments and payment
technology industries; potential changes in the competitive
landscape, including disintermediation from other participants in
the payments chain; the effect of global economic, political and
other conditions on trends in consumer, business and government
spending; fluctuations in inflation; our ability to anticipate and
respond to changing industry trends and the needs and preferences
of our merchants and consumers; our reliance on third-party vendors
to provide products and services; risks associated with
acquisitions; our inability to protect our IT systems and
confidential information, as well as the IT systems of third
parties we rely on, from continually evolving cybersecurity risks,
security breaches and/or other technological risks; compliance with
governmental regulation and other legal obligations, particularly
related to privacy, data protection and information security,
marketing, cryptocurrency, and consumer protection laws across
different markets where we conduct our business; our ability to
continue to expand our share of the existing payment processing
markets or expand into new markets; additional risks associated
with our expansion into international operations, including
compliance with and changes in foreign governmental policies, as
well as exposure to foreign exchange rates; our ability to
integrate and interoperate our services and products with a variety
of operating systems, software, devices, and web browsers; our
dependence, in part, on our merchant and software partner
relationships and strategic partnerships with various institutions
to operate and grow our business; and the significant influence
Jared Isaacman, our CEO and founder, has over us, including control
over decisions that require the approval of stockholders. These and
other important factors discussed under the caption “Risk Factors”
in Part I, Item 1A in our Annual Report on Form 10-K for the year
ended December 31, 2023 and in Part II, Item 1A. in our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2024 and our
other filings with the Securities and Exchange Commission could
cause actual results to differ materially from those indicated by
the forward-looking statements made in this press release.
Any such forward-looking statements represent management’s
expectations as of the date of this press release. While we may
elect to update such forward-looking statements at some point in
the future, we disclaim any obligation to do so, even if subsequent
events cause our views to change.
About Shift4 Payments:
Shift4 Payments (NYSE: FOUR) is boldly redefining commerce by
simplifying complex payments ecosystems across the world. As the
leader in commerce-enabling technology, Shift4 powers billions of
transactions annually for hundreds of thousands of businesses in
virtually every industry. For more information, visit
shift4.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20240812484488/en/
Investor Relations: Thomas McCrohan 484.735.0779
investors@shift4.com Paloma Main 484.954.5768 investors@shift4.com
Media Contacts: Nate Hirshberg Senior Vice President,
Marketing Shift4 Payments 888.276.2108 x1107
nhirshberg@shift4.com
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