FOUR
Shift4 Payments, INC
NYSE
8-K: Shift4 Payments Completes $1.1 Billion Senior Notes Offering
Sentiment:
Debt Offering Announcement
15 August 2024 5:27 PM
Shift4 Payments has successfully closed a $1.1 billion offering of senior notes due in 2032, planning to use the proceeds for general corporate purposes including debt retirement.
Capital raise
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.
Summary
- Shift4 Payments, Inc. has finalized the issuance of $1.1 billion in senior notes due in 2032.
- The net proceeds from this offering, approximately $1,087.9 million, will be used for general corporate purposes.
- These purposes include working capital, acquisitions, debt retirement, stock repurchases, and other business opportunities.
- The company intends to use some of the proceeds to repay $690 million in convertible senior notes due in 2025 and/or $450 million in senior notes due in 2026.
- The notes bear an interest rate of 6.750% per year, payable semi-annually on February 15 and August 15, starting February 15, 2025.
- The notes are senior unsecured obligations of the Issuers and are guaranteed by certain of the Issuers subsidiaries.
- The notes mature on August 15, 2032.
- The Issuers may redeem the notes prior to August 15, 2027, at a make-whole premium, and on or after that date at specified redemption prices.
- Up to 40% of the notes can be redeemed before August 15, 2027, using proceeds from equity offerings at a price of 106.750% of the principal amount.
- A change of control will trigger a repurchase offer at 101% of the principal amount.
- The indenture includes covenants that limit the Issuers ability to incur debt, pay dividends, create liens, and engage in certain transactions.
Sentiment
Score: 7
Explanation: The document is generally positive, highlighting a successful capital raise. However, it also includes standard risk disclosures and covenant limitations, which temper the overall sentiment.
Positives
- The successful completion of the $1.1 billion senior notes offering provides Shift4 with significant capital.
- The company has flexibility in using the proceeds for various corporate purposes, including debt retirement and acquisitions.
- The ability to redeem the notes early provides the company with financial flexibility.
- The notes are guaranteed by certain subsidiaries, which may provide additional security to investors.
Negatives
- The notes are senior unsecured obligations, which means they are not backed by specific assets.
- The company is subject to various covenants that limit its financial flexibility.
- The company is exposed to interest rate risk, as the notes carry a fixed interest rate.
Risks
- The company faces intense competition in the financial services and payments industries.
- The company is subject to risks associated with acquisitions and reliance on third-party vendors.
- The company is exposed to cybersecurity risks and data protection regulations.
- The company's international expansion exposes it to foreign exchange rate risks and changes in foreign governmental policies.
- The company is dependent on merchant and software partner relationships.
- The company is significantly influenced by its CEO and founder, Jared Isaacman.
Future Outlook
Shift4 intends to use the net proceeds for general corporate purposes, including working capital, acquisitions, debt retirement, stock repurchases, and other business opportunities. The company expects to retain some proceeds to repay outstanding borrowings under the 2025 and 2026 senior notes.
Management Comments
- Shift4 intends to use the net proceeds of the offering for general corporate purposes, which includes working capital, acquisitions, retirement of debt, repurchases of common stock and other business opportunities.
- Shift4 currently expects to retain certain of the net proceeds to repay outstanding borrowings under Shift4 Payments, Inc.s $690.0 million of outstanding 0.00% Convertible Senior Notes due 2025 Notes (the 2025 Notes) and/or Shift4s $450.0 million of outstanding 4.625% Senior Notes due 2026 (the 2026 Notes).
Industry Context
This offering is part of a broader trend of companies in the payments and technology sectors raising capital to fund growth and strategic initiatives. The use of proceeds for debt retirement and acquisitions is common in this industry.
Comparison to Industry Standards
- The 6.750% interest rate on the senior notes is within the typical range for unsecured debt of companies with a similar credit profile.
- The maturity date of 2032 is a common term for senior notes in the current market.
- The make-whole premium and change of control provisions are standard features in high-yield debt offerings.
- The covenants included in the indenture are typical for debt offerings of this type, designed to protect investors while allowing the company operational flexibility.
- The use of proceeds for general corporate purposes, including debt retirement and acquisitions, is consistent with industry practices.
Stakeholder Impact
- Shareholders may benefit from the company's ability to fund growth and strategic initiatives.
- Creditors will be subject to the terms and conditions of the indenture.
- Employees may benefit from the company's continued growth and stability.
- Customers may benefit from the company's ability to invest in its products and services.
Next Steps
- The company will use the proceeds for general corporate purposes, including debt retirement.
- The company will make semi-annual interest payments on the notes starting February 15, 2025.
- The company may redeem the notes at specified times and prices.
- The company will be required to make a repurchase offer upon a change of control.
Key Dates
- 2024-08-15: Date of the Indenture and completion of the issuance and sale of the senior notes.
- 2025-02-15: First interest payment date.
- 2027-08-15: Earliest date for optional redemption of the notes at specified prices.
- 2032-08-15: Maturity date of the senior notes.
Keywords
senior notes, debt offering, capital raise, debt retirement, corporate purposes, integrated payments, commerce technology, acquisitions, working capital, stock repurchases
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.
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.