Shift4 Payments Announces Pricing of Secondary Offering of Class A Common Stock

Rhea-AI Summary

Shift4 Payments (NYSE: FOUR) announced the pricing of an underwritten public offering of 8 million shares of Class A common stock at $55.50 per share from selling stockholders, with a 30-day option for underwriters to purchase an additional 1.2 million shares. The offering is set to close on December 7, 2020. Additionally, Shift4 priced a concurrent offering of $600 million in convertible senior notes due 2025, increased from a prior $400 million. Shift4 will not receive proceeds from either offering, and these transactions are not contingent upon each other.

Positive

• Secondary Offering of 8 million shares priced at $55.50 enhances liquidity.
• Concurrent offering of $600 million in convertible senior notes may strengthen financial position.

Negative

• None.

ALLENTOWN, Pa.--(BUSINESS WIRE)--Shift4 Payments, Inc. (“Shift4”) (NYSE: FOUR), a leading independent provider of integrated payment processing and technology solutions, today announced the pricing of the underwritten public offering of 8,000,000 shares of Shift4’s Class A common stock by certain selling stockholders (the “Secondary Offering”), at a price to the public of $55.50 per share. The underwriters will also have a 30-day option to purchase up to an additional 1,200,000 shares of Shift4’s Class A common stock from the selling stockholders. The Secondary Offering is expected to close on December 7, 2020, subject to customary closing conditions.

Shift4 is not selling any shares of Class A common stock in the Secondary Offering, will not receive any proceeds from the sale of shares by the selling stockholders and will not bear any offering expenses.

Goldman Sachs & Co. LLC, Credit Suisse and Citigroup are serving as lead joint book-running managers. BofA Securities, Morgan Stanley, RBC Capital Markets and Evercore ISI are acting as joint book-running managers. Raymond James, Truist Securities, Wolfe Capital Markets and Advisory, Citizens Capital Markets, Scotiabank, TD Securities and Telsey Advisory Group are acting as co-managers.

A registration statement relating to the Secondary Offering was declared effective by the Securities and Exchange Commission on December 2, 2020. The Secondary Offering is being made only by means of a prospectus. Copies of the final prospectus relating to the Secondary Offering, when available, may be obtained from Goldman Sachs & Co. LLC, Attn: Prospectus Department, 200 West Street, New York NY 10282 (Tel: 1-866-471-2526, email to Prospectus-ny@ny.email.gs.com, from Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560 (Tel: 800-221-1037 or email to usa.prospectus@credit-suisse.com) or from Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146 or email to: Prospectus@citi.com).

Shift4 also announced today the pricing of a concurrent offering of $600.0 million aggregate principal amount of 0.00% convertible senior notes due 2025 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offering size was increased from the previously announced offering size of $400.0 million aggregate principal amount of Notes. Shift4 also granted the initial purchasers of that offering an option to purchase up to an additional $90.0 million aggregate principal amount of the Notes. Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy the Notes. The offering of Notes is not contingent upon the Secondary Offering, and the Secondary Offering is not contingent upon the offering of Notes.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Shift4 Payments:

Shift4 Payments (NYSE: FOUR) is a leading provider of integrated payment processing and technology solutions, delivering a complete omnichannel ecosystem that extends beyond payments to include a wide range of commerce-enabling services. The company’s technologies help power over 350 software providers in numerous industries, including hospitality, retail, F&B, ecommerce, lodging, gaming, and many more. With over 7,000 sales partners, the company securely processed more than $200 billion in payments volume for over 200,000 businesses in 2019. For more information, visit shift4.com.