FOUR
Shift4 Payments, INC
NYSE
8-K: Shift4 Payments Bolsters Global Reach with Global Blue Acquisition: Pro Forma Financials Released
Sentiment:
8-K Filing
30 April 2025 7:13 AM
Shift4 Payments files an 8-K providing additional information on its acquisition of Global Blue, including pro forma financial statements.
Capital raise
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.
Summary
- Shift4 Payments, Inc. is providing additional information regarding its acquisition of Global Blue Group Holding AG.
- The filing includes Global Blue's annual report on Form 20-F for the fiscal year ended March 31, 2024, and its report on Form 6-K filed on February 26, 2025.
- Unaudited pro forma condensed combined financial statements as of March 31, 2025, and for the year ended December 31, 2024, and the three months ended March 31, 2025, are included for illustrative purposes.
- These pro forma statements do not necessarily indicate Shift4's actual financial condition or results of operations had the transaction been completed on the dates indicated.
- The transaction involves Shift4 acquiring all ordinary and preferred shares of Global Blue through a tender offer and subsequent merger.
- Shift4 intends to finance the acquisition using cash and permanent debt financing, rather than the bridge facilities initially secured.
- The pro forma financial information is prepared using the acquisition method of accounting, with Shift4 as the acquirer.
- Global Blue's assets and liabilities will be recorded at fair value, with any excess purchase consideration recorded as goodwill.
- The unaudited pro forma condensed combined balance sheet as of March 31, 2025, shows total assets of $8,176.2 million and total liabilities of $6,457.0 million.
- The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, shows gross revenue of $3,856.8 million and a net income attributable to common stockholders of $78.4 million.
- The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2025, shows gross revenue of $988.5 million and a net loss attributable to common stockholders of $8.4 million.
- Jared Isaacman's potential appointment as NASA administrator and related restructuring transactions are disclosed, but not reflected in the pro forma financials due to uncertainty regarding Senate confirmation.
- The restructuring transactions are expected to provide significant benefits to Shift4, including being relieved of an estimated $542,000,000 of future Tax Receivable Agreement (the TRA) payments.
Sentiment
Score: 6
Explanation: The document presents a mixed sentiment. The acquisition of Global Blue is a positive strategic move, but the pro forma financials indicate a net loss for the most recent quarter. The potential benefits from the restructuring transactions are also a positive factor, but the uncertainty surrounding Jared Isaacman's appointment and the integration risks temper the overall sentiment.
Positives
- The acquisition of Global Blue is expected to expand Shift4's global reach and market presence.
- Shift4 expects to be relieved of an estimated $542,000,000 of future Tax Receivable Agreement payments due to restructuring transactions.
- The company intends to use permanent debt financing and cash on hand, rather than bridge facilities, to complete the merger.
- The restructuring transactions will provide significant benefits to Shift4, including being relieved of an estimated $542,000,000 of future Tax Receivable Agreement (the TRA) payments.
Negatives
- The pro forma financial statements are for illustrative purposes only and may not reflect actual future results.
- The company will incur significant debt to finance the acquisition.
- The pro forma condensed combined statement of operations for the three months ended March 31, 2025, shows a net loss attributable to common stockholders of $8.4 million.
Risks
- The integration of Global Blue may present challenges and may not result in the expected synergies and efficiencies.
- The pro forma financial information is based on preliminary estimates and assumptions that are subject to change.
- Jared Isaacman's appointment as NASA administrator is subject to Senate confirmation, and the related restructuring transactions are contingent upon this confirmation.
- The company faces substantial and increasingly intense competition worldwide in the financial services, payments and payment technology industries.
- The company faces additional risks associated with expansion into international operations, including compliance with and changes in foreign governmental policies, as well as exposure to foreign exchange rates.
Future Outlook
The Unaudited Pro Forma Information is presented for illustrative purposes only and is not necessarily indicative of what Shift4s actual financial condition or results of operations would have been had the transactions contemplated by the Transaction Agreement been completed on the dates indicated.
Industry Context
The acquisition reflects a trend of consolidation in the payment processing industry, as companies seek to expand their geographic reach and service offerings to compete more effectively in a global market.
Comparison to Industry Standards
- It is difficult to compare the results to industry standards without knowing the specific growth rates and profitability metrics of Shift4 and Global Blue individually.
- However, the combined entity will likely be compared to other major payment processors such as Adyen, FIS, Global Payments, and Worldline.
- The success of the acquisition will depend on Shift4's ability to integrate Global Blue's operations and achieve synergies, as well as its ability to navigate the competitive landscape and regulatory environment.
Stakeholder Impact
- Shareholders will be impacted by the acquisition, the debt financing, and the potential restructuring transactions.
- Employees of both Shift4 and Global Blue may be affected by the integration process.
- Customers of both companies may benefit from the expanded service offerings and geographic reach.
- Suppliers and creditors will be impacted by the combined entity's financial performance and creditworthiness.
Next Steps
- Shift4 will proceed with the tender offer to acquire Global Blue's shares.
- The company will seek to obtain permanent debt financing to fund the acquisition.
- The Senate will consider Jared Isaacman's nomination as NASA administrator.
- Shift4 will work to integrate Global Blue's operations and achieve synergies.
- The company will finalize the purchase price allocation and transaction accounting.
Key Dates
- 2023-12-31: Global Blue's unaudited condensed consolidated interim financial statements as of and for the three and nine months ended December 31, 2023.
- 2024-03-31: Global Blue's annual report on Form 20-F for the fiscal year ended March 31, 2024.
- 2024-12-31: Global Blue's unaudited consolidated statement of financial position as of December 31, 2024.
- 2025-02-16: Date of the Transaction Agreement between Shift4 Payments and Global Blue.
- 2025-02-18: Shift4 files Current Report on Form 8-K with the SEC setting forth certain additional information regarding the Merger.
- 2025-02-19: Shift4's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC.
- 2025-02-26: Global Blue's report on Form 6-K filed.
- 2025-03-12: Jared Isaacman submitted an Ethics Agreement to NASA.
- 2025-03-31: Unaudited pro forma condensed combined balance sheet of Shift4 and Global Blue as of March 31, 2025.
- 2025-04-29: Shift4 entered into the Restructuring Transaction Agreement with Mr. Isaacman and his holding companies.
- 2025-04-29: Shift4's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, filed with the SEC.
- 2025-04-30: Date of the current report (Form 8-K).
Keywords
Shift4 Payments, Global Blue, Acquisition, Pro Forma, Financial Statements, Merger, Payments, Debt Financing, Restructuring, Tax Receivable Agreement
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.
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