Shift4 Payments Announces Launch of Consent Solicitation Relating to its 4.625% Senior Notes Due 2026

Rhea-AI Summary

Shift4 Payments, Inc. (NYSE: FOUR) has initiated a consent solicitation for its $450 million 4.625% Senior Notes due 2026. The purpose is to gain consent from holders of the Notes to amend the indenture, enabling capital stock repurchases under a 5.0% Market Capitalization exception. The solicitation commenced on March 11, 2022, and will expire on March 17, 2022, at 5:00 p.m. ET. A consent fee of $10 per $1,000 in principal will be paid for valid consents received by the expiration time. Shift4 requires a majority consent to proceed with the amendment.

Positive

• Initiating a consent solicitation may allow for increased shareholder value through capital stock repurchases.
• Offering a $10 consent fee per $1,000 of Notes incentivizes bondholders to consent.

Negative

• The need for consent from a majority of bondholders indicates potential dissent among investors.
• The solicitation carries risks if sufficient consents are not obtained, delaying corporate actions.

ALLENTOWN, Pa.--(BUSINESS WIRE)-- Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. (collectively, “Shift4” or the “Company”), subsidiaries of Shift4 Payments, Inc., today announced the commencement of a consent solicitation (the “Consent Solicitation”) with respect to its $450.0 million aggregate principal amount of 4.625% Senior Notes due 2026 (the “Notes”), seeking the consent (“Consents”) of the holders of the Notes outstanding as of the record date of March 10, 2022 to amend the indenture governing the Notes (the “Indenture”) to allow for the repurchase of capital stock as part of the 5.0% Market Capitalization exception currently included (the “Proposed Amendment”), all as more completely set forth in (and subject to other terms and conditions described in) the consent solicitation statement, dated as of March 11, 2022 (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”).

The Consent Solicitation will expire at 5:00 p.m., New York City time, on March 17, 2022, unless extended, terminated or abandoned (the “Expiration Time”). The Company reserves the right to terminate, abandon or extend the Consent Solicitation in its sole discretion, subject to applicable law and the terms of the Indenture.

In order to effect the Proposed Amendment, the Company must obtain consents from at least a majority of the aggregate principal amount of Notes outstanding (the “Requisite Consents”).

On the terms and subject to the conditions set forth in the Consent Solicitation Statement, if the Company receives the Requisite Consents and enters into a supplemental indenture with respect to the Notes

setting forth the Proposed Amendment (the “Supplemental Indenture”), which may occur prior to the Expiration Date, the Company will pay a consent fee equal to $10.00 per $1,000 in principal amount of Notes for Consents validly delivered at or prior to the Expiration Time and not validly revoked prior to the date and time at which the Supplemental Indenture is executed (the “Effective Time”). Consents to the Proposed Amendment to the Indenture will not be able to be revoked after the Effective Time.

This press release is not a solicitation of Consents with respect to any Notes and does not set forth all of the terms and conditions of the Consent Solicitation. Holders of the Notes should carefully read the Consent Solicitation Statement before any decision is made with respect to the Consent Solicitation.

In addition, this press release is neither an offer to sell nor a solicitation of an offer to buy any of the New Notes or any other securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such offer, solicitation or sale is unlawful.

Any inquiries regarding the Consent Solicitation may be directed to Ipreo LLC, the Information, Tabulation and Paying Agent for the Consent Solicitation, at ipreo-consentSolicitation@ihsmarkit.com, or at (888) 593-9546, or to Credit Suisse Securities (USA) LLC, the Solicitation Agent for the Consent Solicitation, at americas.lm@credit-suisse.com, or at (800) 820-1653.

About Shift4:

Shift4 (NYSE: FOUR) is boldly redefining commerce by simplifying complex payments ecosystems across the world. As the leader in commerce-enabling technology, Shift4 powers billions of transactions annually for hundreds of thousands of businesses in virtually every industry. For more information, visit shift4.com.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220311005125/en/

Investor Relations:

Thomas McCrohan

EVP, Strategy and Investor Relations

Shift4

(484) 735-0779

tmccrohan@shift4.com

Sloan Bohlen

Managing Director

Solebury Trout

investors@shift4.com

Media:

Nate Hirshberg

Vice President, Marketing

Shift4

nhirshberg@shift4.com

Source: Shift4 Payments, LLC

FAQ

What is Shift4 Payments seeking in the March 2022 consent solicitation?

Shift4 Payments is seeking consent from holders of its 4.625% Senior Notes to amend the indenture to allow for capital stock repurchases.

What is the consent fee offered by Shift4 Payments for the Senior Notes?

Shift4 Payments is offering a consent fee of $10 for each $1,000 in principal amount of the Notes for valid consents.

What is the deadline for the Shift4 Payments consent solicitation?

The consent solicitation will expire on March 17, 2022, at 5:00 p.m. ET.

What happens if Shift4 Payments does not receive enough consents?

If Shift4 Payments does not obtain the required majority consent, the proposed amendment will not be enacted, which may affect plans for capital stock repurchases.