FOUR
Shift4 Payments, INC
NYSE
8-K: Shift4 Payments Bolsters Global Reach with Global Blue Acquisition: Pro Forma Financials Released
Sentiment:
Pro Forma Financial Information
15 May 2025 4:20 PM
Shift4 Payments files pro forma financial information related to its acquisition of Global Blue, illustrating the combined financial position and results of operations.
Capital raise
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.
Summary
- Shift4 Payments is providing additional information regarding its acquisition of Global Blue Group Holding AG.
- The document includes 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.
- These statements are for illustrative purposes only and do not guarantee future financial performance.
- The pro forma information combines Shift4's financials with Global Blue's, giving effect to the merger and related financing transactions as if they occurred on January 1, 2024, for the statement of operations and March 31, 2025, for the balance sheet.
- Shift4 has elected not to present management's adjustments and has only presented transaction accounting adjustments in the unaudited pro forma condensed combined financial information.
- The total purchase consideration amounts to $2,638.7 million.
- The company expects to redeem or repay all $450.0 million aggregate principal amount of their 4.625% Senior Notes due 2026.
Sentiment
Score: 7
Explanation: The document is largely factual, presenting pro forma financial information related to a significant acquisition. While the acquisition itself is a positive strategic move, the document also highlights potential risks and uncertainties, resulting in a moderately positive sentiment.
Positives
- The acquisition of Global Blue expands Shift4's international operations.
- The restructuring transaction is expected to relieve Shift4 of an estimated $542 million in future Tax Receivable Agreement payments.
- The issuance of Mandatory Convertible Preferred Stock and new term loan B facility provide financing for the acquisition.
- The company expects to redeem or repay all $450.0 million aggregate principal amount of their 4.625% Senior Notes due 2026.
Negatives
- The pro forma financial information is for illustrative purposes only and may not reflect actual future performance.
- The integration of Global Blue may present challenges and costs.
- The company is taking on significant debt to finance the acquisition.
- The Restructuring Transactions are subject to several conditions, including the ratification and confirmation by the U.S. Senate of Mr. Isaacmans appointment as administrator of NASA.
Risks
- The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially.
- These risks include intense competition, expansion into international operations, and integration of services and products.
- The preliminary allocation of the pro forma purchase price is subject to adjustment and may vary significantly from the actual purchase price allocation.
- The Restructuring Transactions are subject to several conditions, including the ratification and confirmation by the U.S. Senate of Mr. Isaacmans appointment as administrator of NASA.
Future Outlook
The pro forma financial information is presented for illustrative purposes only and does not project the combined company's consolidated results of operations or financial position for any future date or period.
Industry Context
The acquisition of Global Blue positions Shift4 to expand its presence in the global payment processing market, particularly in the tax-free shopping sector. This move aligns with the broader industry trend of consolidation and expansion into new markets to offer comprehensive payment solutions.
Comparison to Industry Standards
- Comparable companies in the payment processing industry, such as Adyen, FIS, and Global Payments, have also pursued acquisitions to expand their service offerings and geographic reach.
- The pro forma financial metrics can be compared to these companies to assess Shift4's competitive positioning post-acquisition.
- For example, Adyen's focus on global e-commerce payments can be contrasted with Shift4's expanded focus on both e-commerce and tax-free shopping through the Global Blue acquisition.
Stakeholder Impact
- Shareholders will be impacted by the acquisition and related financing activities.
- Employees of both Shift4 and Global Blue may experience changes as a result of the integration.
- Customers may benefit from the expanded service offerings of the combined company.
- Suppliers and creditors may be affected by the changes in the company's financial structure.
Next Steps
- Consummation of the Merger with Global Blue.
- Closing of the offering of the Notes.
- Redemption or repayment of the 2026 Notes.
- Ratification and confirmation by the U.S. Senate of Mr. Isaacmans appointment as administrator of NASA.
Key Dates
- February 16, 2025: Shift4 entered into a Transaction Agreement with Global Blue.
- February 18, 2025: Shift4 filed a Current Report on Form 8-K with the SEC regarding the Merger.
- February 19, 2025: Shift4's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, was filed with the SEC.
- April 29, 2025: Shift4's Quarterly Report on Form 10-Q for the three months ended March 31, 2025, was filed with the SEC.
- April 29, 2025: Shift4 entered into a Restructuring Transaction Agreement with Mr. Isaacman and his holding companies.
- April 30, 2025: Shift4's Current Report on Form 8-K was filed with the SEC, including Global Blue's financial statements.
- May 5, 2025: Shift4 issued 10,000,000 shares of 6.00% Series A Mandatory Convertible Preferred Stock.
- May 15, 2025: Date of Report (date of earliest event reported).
- May 16, 2025: Expected closing date for the offering of the Notes, subject to customary closing conditions.
Keywords
Shift4 Payments, Global Blue, acquisition, pro forma, financial statements, merger, financing, debt, mandatory convertible preferred stock, senior notes, restructuring transaction, 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.
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.