Shift4 Payments (FOUR) Announces $550M Notes Offering

Shift4 Payments, Inc. (NYSE: FOUR), a leader in integrated payments and commerce technology, today announced that its subsidiaries, Shift4 Payments, LLC (“Shift4”) and Shift4 Payments Finance Sub, Inc. (together with Shift4, the “Issuers”), in addition to their previously announced proposed offering of €680,000,000 aggregate principal amount of senior notes (the “euro notes”), are also proposing to offer $550,000,000 aggregate principal amount of their 6.750% senior notes due 2032 (the “New 2032 Notes” and, together with the euro notes, the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The New 2032 Notes will be issued as additional securities under an Indenture, dated August 15, 2024 (as supplemented from time to time, the “2032 Notes Indenture”), pursuant to which the Issuers issued $1,100,000,000 in aggregate principal amount of their 6.750% senior notes due 2032 (the “Existing 2032 Notes”) in August 2024. The New 2032 Notes and the Existing 2032 Notes are intended to be treated as a single class of debt securities under the 2032 Notes Indenture, and the New 2032 Notes will have identical terms to the Existing 2032 Notes, other than with respect to the issue date and issue price.

Shift4 intends to use the net proceeds of the offering of the Notes, a new secured term loan B credit facility (the “Term Loan B”) and Shift4 Payments, Inc.’s issuance and sale of mandatory convertible preferred stock (the “Mandatory Offering”) and cash on hand for (i) the payment of a portion of the cash consideration due in respect of Shift4 Payments, Inc.’s acquisition of Global Blue Group Holding AG (the “merger”) and related fees, costs and expenses, (ii) the redemption or repayment of the Issuers’ 4.625% Senior Notes due 2026 (the “2026 Notes”) and/or (iii) general corporate purposes, including repayment of debt, other strategic acquisitions and growth initiatives. The Issuers expect to redeem or repay the 2026 Notes after the completion of the offering, however, there can be no assurances that the 2026 Notes will be redeemed or repaid. The completion of the offering is not conditioned on the redemption or repayment of the 2026 Notes. This press release is not notice of redemption or repayment of the 2026 Notes. Any redemption or repayment of the 2026 Notes will be made solely by a notice of redemption or repayment.

The Notes have not been and will not be registered under the Securities Act and have not and will not be offered or sold within the United States or to U.S. persons, except to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain persons in offshore transactions in reliance on Regulation S under the Securities Act.

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. Any offers of the Notes will be made only by means of a private offering memorandum.

There can be no assurances that the offering of the Notes will be completed as described herein or at all nor that the Term Loan B will be consummated on the anticipated terms or at all.

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