FOUR
Shift4 Payments, INC
NYSE
8-K: Shift4 Payments to Acquire Global Blue for $2.5 Billion, Expanding into Luxury Retail Payments
Sentiment:
Merger Announcement
18 February 2025 4:22 PM
Shift4 Payments is set to acquire Global Blue, a specialty payments and technology provider for luxury brands, for $2.5 billion, enhancing its unified commerce capabilities and global reach.
Capital raise
Shift4 expects to finance the acquisition with cash on hand and a 364-day $1.795 million bridge loan facility entered in connection with the transaction.
Summary
- Shift4 Payments, Inc. has agreed to acquire Global Blue for $7.50 per common share in cash, valuing the company at approximately $2.5 billion.
- The acquisition aims to enhance Shift4's unified commerce platform and expand its presence in the luxury retail market.
- Global Blue serves over 400,000 retail and hospitality locations with tax-refund and currency conversion technology.
- Shift4 expects to finance the acquisition through cash on hand and a $1.795 billion bridge loan facility.
- The transaction is expected to close by the third quarter of 2025, pending regulatory approvals and a minimum tender of 90% of Global Blue's shares.
- Ant International and Tencent, current Global Blue shareholders, intend to remain shareholders in the combined business and explore strategic partnerships with Shift4.
- These partnerships may include distributing Alipay+ and Weixin Pay throughout the Shift4 ecosystem.
Sentiment
Score: 8
Explanation: The document conveys a positive outlook due to the strategic benefits of the acquisition, the potential for growth in the luxury retail market, and the partnerships with Ant International and Tencent. The deal appears well-structured and is expected to create significant value for Shift4.
Positives
- The acquisition enhances Shift4's unified commerce capabilities.
- It expands Shift4's reach into the luxury retail market.
- The partnership with Ant International and Tencent could lead to new global e-commerce payment product offerings.
- Global Blue's existing relationships with premium retailers and hospitality locations provide a strong foundation for growth.
- The acquisition is expected to deliver significant volume conversion opportunities for Shift4.
Risks
- The transaction is subject to regulatory approvals and customary closing conditions.
- There is a risk that the minimum tender condition of 90% of Global Blue's shares may not be met.
- Integration of Global Blue's operations into Shift4's platform could present challenges.
- The success of the strategic partnerships with Ant International and Tencent is not guaranteed.
Future Outlook
Shift4 aims to become a leading unified commerce payment provider globally by integrating Global Blue's solutions into its platform and exploring partnerships with Ant International and Tencent.
Management Comments
- Shift4 President Taylor Lauber stated that the acquisition fits perfectly in the Shift4 playbook, delivering an enormous volume conversion opportunity while unlocking significant new revenue opportunities and capabilities that open entirely new markets for us.
- Global Blue CEO Jacques Stern said that uniting with Shift4 represents the next phase of Global Blue's growth journey, enhancing our integrated value proposition to our marquee merchants globally.
Industry Context
The acquisition reflects a trend of consolidation in the payments industry, with companies seeking to expand their capabilities and reach through strategic acquisitions. Shift4's move to acquire Global Blue positions it to compete more effectively in the global unified commerce market.
Comparison to Industry Standards
- Comparing this deal to similar acquisitions in the payment processing industry, the valuation multiple appears to be within a reasonable range, considering Global Blue's market leadership in tax-free shopping and currency conversion.
- For example, Fiserv's acquisition of First Data in 2019 was valued at approximately $22 billion, representing a multiple of around 11x EBITDA.
- Worldline's acquisition of Ingenico in 2020 was valued at approximately $8.6 billion, also around 11x EBITDA.
- While specific EBITDA figures for Global Blue are not provided, the $2.5 billion enterprise value suggests a comparable valuation multiple.
- The strategic partnerships with Ant International and Tencent are similar to other partnerships in the payments industry, such as PayPal's partnerships with various e-commerce platforms and financial institutions.
Stakeholder Impact
- Shareholders of Global Blue are expected to receive a premium for their shares.
- Shift4's shareholders may benefit from the enhanced growth prospects and synergies resulting from the acquisition.
- Employees of both Shift4 and Global Blue may experience changes as a result of the integration of the two companies.
- Customers of both Shift4 and Global Blue are expected to benefit from the enhanced product offerings and services resulting from the acquisition.
Next Steps
- Shift4 and Global Blue will seek regulatory approvals for the acquisition.
- Merger Sub will commence a tender offer to acquire Global Blue's shares.
- Global Blue shareholders will vote on the transaction.
- Shift4 will work to finalize the financing arrangements for the acquisition.
- Shift4 and Global Blue will work to integrate their operations following the closing of the acquisition.
Key Dates
- 2025-02-14: Reference date for Global Blue's closing share price used to calculate the premium in the acquisition offer.
- 2025-02-16: Date of the Transaction Agreement between Shift4 Payments and Global Blue.
- 2025-02-18: Date of the joint press release announcing the acquisition.
- 2025 Q3: Expected closing date of the acquisition, subject to regulatory approvals and other conditions.
Keywords
FOUR
Shift4 Payments, INC
NYSE
Sector: TBD
Filings with Classifications
Worse than expected
4 June 2025 9:29 PM
Proxy Statement Supplement
- The previously announced restructuring transactions, which aimed to simplify the company's organizational and capital structure (Up-C Collapse and TRA waiver), have been terminated.
- The termination occurred because a key condition for the restructuring was not met, indicating a failure to achieve a significant strategic objective previously communicated.
Capital raise
16 May 2025 5:03 PM
Debt Offering Announcement
- Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. completed the issuance and sale of 680 million aggregate principal amount of 5.500% Senior Notes due 2033 (the Euro Notes) and $550 million aggregate principal amount of 6.750% Senior Notes due 2032 (the New 2032 Notes and, together with the Euro Notes, the Notes).
Capital raise
15 May 2025 4:20 PM
Pro Forma Financial Information
- Shift4 issued 10,000,000 shares of 6.00% Series A Mandatory Convertible Preferred Stock, raising $1,000,000,000.
- Shift4 LLC expects to incur a new seven-year $1,000 million senior secured term loan B facility.
- Shift4 LLC and Shift4 Payments Finance Sub, Inc. are offering 680 million aggregate principal amount of 5.500% senior notes due 2033 (the Euro Notes) and $550 million in aggregate principal amount of their 6.750% senior notes due 2032.
Capital raise
8 May 2025 5:25 PM
Debt Offering Announcement
- Shift4 Payments is issuing €680 million in 5.500% senior notes due 2033.
- Shift4 Payments is issuing $550 million in additional 6.750% senior notes due 2032.
- The company intends to use the proceeds, along with other financing sources, to fund the acquisition of Global Blue and repay existing debt.
Capital raise
5 May 2025 4:35 PM
8-K Filing
- Shift4 Payments issued 10,000,000 shares of 6.00% Series A Mandatory Convertible Preferred Stock.
- The offering generated $1 billion in aggregate liquidation preference.
- The company intends to use the net proceeds from the offering, along with additional debt financing of up to $1,735.0 million, to fund the acquisition of Global Blue Group Holding AG and for general corporate purposes.
Capital raise
30 April 2025 9:24 AM
Capital Raise Announcement
- Shift4 Payments is launching an underwritten public offering of 7,500,000 shares of Series A Mandatory Convertible Preferred Stock.
- The company expects to grant underwriters a 30-day option to purchase up to 1,125,000 additional shares to cover over-allotments.
- Shift4 intends to raise up to $1,735.0 million in additional permanent debt financing.
Capital raise
30 April 2025 7:13 AM
8-K Filing
- Shift4 is proposing to issue $750.0 million Series A Mandatory Convertible Preferred Stock via an underwritten public offering.
- Shift4 expects to grant to the underwriters a 30-day option to purchase up to an additional 15% of shares of Mandatory Convertible Preferred Stock at the public offering price, less underwriting discounts and commissions, solely to cover over-allotments.
- Shift4 and/or Shift4 LLC intend to obtain certain permanent debt financing, both secured and unsecured, of up to $1,735.0 million in order to finance a part of the cash consideration payable by Shift4 to consummate the Merger with Global Blue in lieu of leveraging the Bridge Facilities.
Capital raise
29 April 2025 4:05 PM
Quarterly Report
- Shift4 Payments, LLC (directly or through Shift4 and/or one or more of its subsidiaries) also intends to pursue a permanent financing arrangement with the Commitment Parties, as contemplated by the Debt Commitment Letter, which may include a combination of senior unsecured and/or unsecured notes, mandatory convertible or perpetual preferred equity and/or a senior secured term loan B facility (the Permanent Financing), in each case, on terms and conditions to be set forth in the definitive documentation for such Permanent Financing.
Delay expected
29 April 2025 4:05 PM
Quarterly Report
- Merger Sub announced an extension of the Expiration Time of the Offer until one minute after 11:59 p.m., New York City time, on May 6, 2025.
Better than expected
29 April 2025 7:14 AM
Earnings Release
- The company is raising its full-year guidance for gross revenue less network fees and adjusted EBITDA by $10 million on both the low and high end.
- Shift4 Payments experienced record payment volumes, gross revenue less network fees, and adjusted EBITDA in Q1 2025.
Capital raise
19 February 2025 4:06 PM
Annual Report
- Shift4 Payments, LLC, entered into a commitment letter with Goldman Sachs Bank USA (GS), pursuant to which GS has committed to (i) provide Shift4 Payments, LLC with 364-day bridge loan facilities in an aggregate principal amount of $1.795 billion (the Bridge Facilities), consisting of (x) a senior secured 364-day bridge loan facility in an aggregate principal amount of $1.0 billion (the Senior Secured Bridge Facility) and (y) a senior unsecured 364-day bridge loan facility in an aggregate principal amount of $795.0 million (the Senior Unsecured Bridge Facility), in each case, subject to customary conditions, and (ii) to backstop an amendment to, or replacement of, Shift4 Payments, LLCs existing $450.0 million senior secured revolving credit facility (the Backstop Revolving Facility and, together with the Bridge Facilities, collectively, the Facilities) in order to, among other things, permit the consummation of the transactions contemplated by the Transaction Agreement, the incurrence of the Bridge Facilities and any other permanent financing issued in lieu thereof or to refinance the loans thereunder, in each case, subject to customary conditions.
Better than expected
19 February 2025 4:06 PM
Annual Report
- The company's end-to-end payment volume increased by 51% to $164.8 billion for the year ended December 31, 2024.
- Gross revenue less network fees increased by 44% to $1.35 billion.
- Adjusted EBITDA increased to $677.4 million, compared to $459.9 million in the previous year.
- The company released a valuation allowance against certain deferred tax assets, resulting in an income tax benefit of $296.1 million.
Capital raise
18 February 2025 4:22 PM
Merger Announcement
- Shift4 expects to finance the acquisition with cash on hand and a 364-day $1.795 million bridge loan facility entered in connection with the transaction.
Better than expected
12 November 2024 4:29 PM
Quarterly Report
- The company's revenue and payment volume growth exceeded expectations.
- The company released a valuation allowance against deferred tax assets, resulting in a significant tax benefit.
- The company's net income attributable to Shift4 Payments, Inc. increased to $53.8 million.
Better than expected
12 November 2024 7:04 AM
Quarterly Report
- The company exceeded expectations with record payment volume, strong revenue growth, and increased profitability.
- Shift4 raised its full-year guidance, indicating confidence in continued performance.
- The company's adjusted EBITDA and free cash flow were better than anticipated.
Capital raise
15 August 2024 5:27 PM
Debt Offering Announcement
- The document details the completion of a $1.1 billion senior notes offering.
- The company received net proceeds of approximately $1,087.9 million.
- The proceeds will be used for general corporate purposes, including debt retirement, acquisitions, and stock repurchases.
Capital raise
12 August 2024 8:40 PM
Debt Offering Announcement
- Shift4 Payments is raising $1.1 billion through a private offering of senior notes.
- The notes are being offered to qualified institutional buyers and certain persons outside the United States.
- The proceeds will be used for general corporate purposes, including potential debt repayment.
Capital raise
12 August 2024 8:25 AM
Debt Offering Announcement
- Shift4 Payments is proposing to offer $1.1 billion aggregate principal amount of senior notes.
- The offering is a private placement to qualified institutional buyers and certain persons outside the United States.
Better than expected
8 August 2024 6:29 PM
Quarterly Report
- The company's revenue, payment volume, and subscription growth all exceeded expectations.
- The company's net income and adjusted EBITDA also showed significant improvement compared to the prior year.
Better than expected
8 August 2024 7:02 AM
Quarterly Report
- The company's Q2 results exceeded expectations, leading to an increase in full-year guidance.
- The company's end-to-end payment volume, gross revenue, and adjusted EBITDA all showed significant year-over-year growth, surpassing previous estimates.
- The company's organic revenue growth was strong at 24%, with an expected acceleration in the back half of the year.
Better than expected
9 May 2024 5:51 PM
Quarterly Report
- The company's revenue, payment volume, and adjusted EBITDA all exceeded expectations, indicating strong financial performance.
- The company's growth in subscription revenue and international expansion are positive indicators for future performance.
Better than expected
9 May 2024 7:13 AM
Quarterly Report
- The company's Q1 results exceeded expectations with a 50% increase in end-to-end payment volume and a 36% increase in adjusted EBITDA, indicating better than expected performance.
Better than expected
29 February 2024 4:06 PM
Annual Results
- The company's gross revenue increased by 29%, and end-to-end payment volume increased by 52%, both exceeding expectations.
Delay expected
27 February 2024 7:05 AM
Quarterly Report
- The company experienced delays in closing enterprise deals and the timing of certain multi-billion-dollar gateway migrations, which slightly impacted gross revenue less network fees.
Better than expected
27 February 2024 7:05 AM
Quarterly Report
- The company's key financial metrics, including end-to-end payment volume, gross profit, and adjusted EBITDA, all exceeded expectations, demonstrating strong growth and profitability.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.