FOUR
Shift4 Payments, INC
NYSE
8-K: Shift4 Completes €680 Million and $550 Million Senior Notes Offering
Sentiment:
Debt Offering Announcement
16 May 2025 5:03 PM
Shift4 Payments successfully closes offerings of senior notes due 2033 and 2032, planning to use proceeds for Global Blue merger, debt redemption, and general corporate purposes.
Capital raise
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).
Summary
- Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc., subsidiaries of Shift4 Payments, Inc., have completed the issuance and sale of €680 million aggregate principal amount of 5.500% senior notes due 2033 and $550 million aggregate principal amount of 6.750% senior notes due 2032.
- The net proceeds from the offering were approximately $1,281.7 million after deducting initial purchasers' discounts and estimated offering expenses.
- The proceeds will be used for the Global Blue merger, redemption or repayment of the Issuers' 4.625% senior notes due 2026, and general corporate purposes.
- The completion of the offering is not conditional on the redemption or repayment of the 2026 Notes.
- The 2032 Notes will mature on August 15, 2032, and accrue interest at 6.750% per year, payable semi-annually.
- The Euro Notes will mature on May 15, 2033, and accrue interest at 5.500% per year, payable semi-annually.
Sentiment
Score: 7
Explanation: The sentiment is neutral to positive. The successful completion of the notes offering is a positive development, but there are also risks and uncertainties associated with the Global Blue merger and other strategic initiatives.
Positives
- Successful completion of the senior notes offering provides Shift4 with substantial capital.
- The funds are earmarked for strategic initiatives, including the Global Blue merger and debt management.
- The offering terms and indentures include provisions for optional redemption, change of control, and asset sale offers, providing flexibility for Shift4.
Negatives
- The completion of the offering is not conditional on the redemption or repayment of the 2026 Notes.
- The Issuers may redeem all or a portion of the New 2032 Notes at any time prior to August 15, 2027 at a redemption price equal to 100% of the principal amount of the New 2032 Notes, plus the applicable make-whole premium as provided in the 2032 Notes Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
- The Issuers may redeem all or a portion of the Euro Notes at any time prior to May 15, 2028 at a redemption price equal to 100% of the principal amount of the Euro Notes, plus the applicable make-whole premium as provided in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Risks
- The press release contains forward-looking statements that are subject to risks and uncertainties.
- The consummation of the proposed merger, integration of Global Blue, and realization of synergies are not guaranteed.
- The company faces intense competition, cybersecurity risks, and regulatory compliance challenges.
- The company is dependent on third-party vendors, merchant and software partner relationships, and strategic partnerships.
- Jared Isaacman, the CEO and founder, has significant influence over the company.
Future Outlook
Shift4 intends to use the net proceeds for the Global Blue merger, redemption or repayment of the Issuers' 4.625% senior notes due 2026, and general corporate purposes, including repayment of debt, other strategic acquisitions and growth initiatives.
Industry Context
This announcement reflects ongoing activity in the debt markets, particularly in the payments and technology sectors, where companies are leveraging debt financing for acquisitions, refinancing, and general corporate purposes.
Comparison to Industry Standards
- Comparable companies in the payment processing industry, such as Global Payments Inc. and Fiserv, often utilize debt financing for acquisitions and capital expenditures.
- The interest rates and terms of the notes are within the typical range for senior unsecured debt in the current market environment, reflecting Shift4's credit profile and market conditions.
- The use of proceeds for strategic acquisitions and debt redemption aligns with common industry practices for optimizing capital structure and pursuing growth opportunities.
Stakeholder Impact
- Shareholders: Potential for increased value through strategic acquisitions and improved capital structure.
- Employees: Possible opportunities for growth and development within the combined entity.
- Customers: Enhanced service offerings and expanded geographic reach.
- Creditors: Increased financial stability and reduced risk of default.
Next Steps
- Use net proceeds for Global Blue merger, redemption of 2026 notes, and general corporate purposes.
- Potential redemption or repayment of the Issuers' 4.625% senior notes due 2026.
- Continued monitoring of market conditions and strategic opportunities.
Key Dates
- August 15, 2024: Date of the 2032 Notes Indenture and issuance of $1,100 million Existing 2032 Notes.
- February 15, 2025: Accrued interest on the New 2032 Notes will be paid by the initial purchasers of the New 2032 Notes from and including February 15, 2025 to, but excluding May 16, 2025.
- May 1, 2025: Regular Record Date for the interest payable on any Interest Payment Date means the applicable date specified as a Record Date on the face of the Note.
- May 8, 2025: Supplement No. 1 dated May 8, 2025, as further supplemented by the pricing supplement dated May 8, 2025, pursuant to which the Notes were offered for sale.
- May 15, 2025: Interest Payment Dates: May 15 and November 15, commencing November 15, 2025.
- May 16, 2025: Date of report (Date of earliest event reported): May 16, 2025
- May 16, 2025: Shift4 Payments, LLC (the Issuer) and Shift4 Payments Finance Sub, Inc. (the Co-Issuer and together with the Issuer, the Issuers), subsidiaries of Shift4 Payments, Inc. (the Company), 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).
- August 15, 2025: Interest on the New 2032 Notes will be payable semi-annually in arrears on each February 15 and August 15, commencing on August 15, 2025.
- September 30, 2025: Outside Date means 5:00 p.m., New York City time, on September 30, 2025 (or February 16, 2026 if such date is extended pursuant to the Acquisition Agreement).
- November 1, 2025: Regular Record Date for the interest payable on any Interest Payment Date means the applicable date specified as a Record Date on the face of the Note.
- November 15, 2025: Interest Payment Dates: May 15 and November 15, commencing November 15, 2025.
- February 16, 2026: Outside Date means 5:00 p.m., New York City time, on September 30, 2025 (or February 16, 2026 if such date is extended pursuant to the Acquisition Agreement).
- August 15, 2027: At any time on or after August 15, 2027, the Issuers may redeem all or a portion of the New 2032 Notes at the redemption prices set forth in the 2032 Notes Indenture, plus accrued and unpaid interest, if any, to but excluding, the date of redemption.
- May 15, 2028: Starting on that date, the Issuer may, from time to time, redeem all or any portion of the Notes, after giving the required notice under Section 3.03.
- August 15, 2032: The New 2032 Notes were issued as additional securities under an Indenture, dated August 15, 2024 (as supplemented from time to time, the 2032 Notes Indenture), pursuant to which the Issuers issued $1,100 million in aggregate principal amount of their 6.750% senior notes due 2032 (the Existing 2032 Notes) on August 15, 2024.
- May 15, 2033: Euro Notes will mature on May 15, 2033, and will accrue interest at a rate of 5.500% per year.
Keywords
Shift4 Payments, Senior Notes, Global Blue, Debt Offering, Redemption, Merger, Finance, Payments
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.
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.
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.
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.
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.
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.
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