FOUR
Shift4 Payments, INC
NYSE
8-K: Shift4 Announces $1.23 Billion Senior Notes Offering to Fund Global Blue Acquisition and Debt Repayment
Sentiment:
Debt Offering Announcement
8 May 2025 5:25 PM
Shift4 Payments announces the pricing of a $1.23 billion senior notes offering to fund the acquisition of Global Blue, repay debt, and for general corporate purposes.
Capital raise
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.
Summary
- Shift4 Payments, Inc. has announced the pricing of a $1.23 billion senior notes offering through its subsidiaries.
- The offering includes €680 million (approximately $730 million USD) in 5.500% senior notes due 2033 (Euro Notes) and $550 million in additional 6.750% senior notes due 2032.
- The New 2032 Notes will be issued under an existing indenture and treated as a single class of debt securities with the Existing 2032 Notes.
- The Euro Notes were priced at par value, while the New 2032 Notes were priced at 100.50%.
- The offering is being conducted as a private placement to qualified institutional buyers and certain persons outside the United States.
- Shift4 intends to use the net proceeds from the notes offering, a new secured term loan B credit facility, mandatory convertible preferred stock issuance, and cash on hand to fund the acquisition of Global Blue Group Holding AG, redeem or repay the 4.625% Senior Notes due 2026, and for general corporate purposes.
- The closing of the offering is expected on May 16, 2025, subject to customary closing conditions.
Sentiment
Score: 6
Explanation: The sentiment is neutral to slightly positive. While the debt offering increases financial risk, it also enables a strategic acquisition and debt refinancing, which could benefit the company in the long term.
Positives
- The offering provides Shift4 with significant capital to fund its acquisition of Global Blue.
- The funds will also be used to repay existing debt, potentially improving the company's financial flexibility.
- The completion of the Global Blue acquisition could lead to strategic growth and synergies.
Negatives
- The company is taking on a significant amount of new debt, which could increase its financial risk.
- The interest rates on the notes will result in increased interest expense for Shift4.
- The offering is contingent on customary closing conditions, and there is no guarantee it will be completed.
Risks
- The company's ability to integrate Global Blue successfully and realize anticipated synergies is uncertain.
- The financial services and payments industries are highly competitive.
- Shift4 faces risks related to cybersecurity, data protection, and compliance with various laws and regulations.
- The company's dependence on merchant and software partner relationships could impact its growth.
- Jared Isaacman's significant influence over the company could pose risks to other stockholders.
Future Outlook
Shift4 intends to use the proceeds from the notes offering, a new secured term loan B credit facility, mandatory convertible preferred stock issuance, and cash on hand to fund the acquisition of Global Blue, redeem or repay the 2026 Notes, and for general corporate purposes. There are no assurances that the offering of the Notes will be completed as described herein or at all nor that the Term Loan B will be consummated on the anticipated terms or at all.
Industry Context
This announcement reflects the ongoing consolidation and competition within the payment processing industry, as Shift4 seeks to expand its capabilities and market presence through strategic acquisitions like Global Blue. The debt financing is a common strategy for funding such acquisitions, but it also increases the company's leverage and financial risk.
Comparison to Industry Standards
- Comparable companies like Fiserv, Global Payments, and Adyen also utilize debt financing for acquisitions and growth initiatives.
- The interest rates on the notes are within the typical range for senior unsecured debt in the current market environment.
- The use of proceeds for acquisitions and debt repayment is a common practice among companies in the payment processing industry.
Stakeholder Impact
- Shareholders may experience short-term dilution due to the issuance of new debt and potentially preferred stock.
- Employees of both Shift4 and Global Blue may be affected by the integration process.
- Customers could benefit from the expanded capabilities and services resulting from the acquisition.
- Creditors will be impacted by the new debt issuance and the repayment of existing debt.
Next Steps
- The offering is expected to close on May 16, 2025, subject to customary closing conditions.
- Shift4 intends to use the proceeds to fund the acquisition of Global Blue and repay existing debt.
- The company will need to successfully integrate Global Blue into its business and manage its increased debt load.
Key Dates
- August 15, 2024: Date of the 2032 Notes Indenture under which the Existing 2032 Notes were issued.
- May 8, 2025: Date of the announcement and pricing of the senior notes offering.
- May 16, 2025: Expected closing date of the senior notes offering, subject to customary closing conditions.
- December 31, 2024: Date of the Annual Report on Form 10-K for the year ended December 31, 2024.
- March 31, 2025: Date of the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
Keywords
senior notes, debt offering, Global Blue, acquisition, Shift4 Payments, financing, private placement, debt repayment, capital raise, NYSE: FOUR
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.
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
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.
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.