M&A - Shift4 Payments, Inc.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000119312525121783

Filing Summary: On May 16, 2025, Shift4 Payments, Inc. announced the successful issuance and sale of €680 million in Euro Notes and $550 million in Senior Notes, primarily to fund the cash consideration for the anticipated Global Blue merger. The issuance is part of a strategy to strengthen the company's financial position and facilitate future growth initiatives. The net proceeds from the notes, amounting to approximately $1,281.7 million, will also be used for general corporate purposes and refinancing efforts, particularly concerning the 2026 Notes. Both the Euro Notes and the Senior Notes come with specific redemption conditions and will be managed under associated indentures. The announcement is part of the company's ongoing financial maneuvering related to the merger process, aiming to finalize the transaction by established deadlines.

Form Type: 8-K

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525120830

Filing Summary: Shift4 Payments, Inc. filed this Form 8-K to provide additional information regarding its acquisition of Global Blue Group Holding AG, under a transaction agreement dated February 16, 2025. The filing includes unaudited pro forma financial information, which reflects combined balance sheets and statements of operations for both companies as of March 31, 2025, and for the year ending December 31, 2024, and the first three months of 2025. This information is for illustrative purposes and may not indicate actual future financial performance. The report notes that forward-looking statements included in the document represent management's expectations and are subject to risks and uncertainties that could affect the actual results. The company highlights substantial competition in the financial services and payment technology sectors as a significant risk factor.

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525112827

Filing Summary: On May 5, 2025, Shift4 Payments, Inc. issued 10,000,000 shares of its new 6.00% Series A Mandatory Convertible Preferred Stock, with an aggregate liquidation preference of $1,000,000,000, following a public offering. This offering is part of the funding for Shift4's acquisition of Global Blue Group Holding AG. The company also granted underwriters an option to purchase an additional 1,250,000 shares of the preferred stock, which was exercised. The new preferred stock will rank senior to existing common stock in terms of dividends and asset distributions upon liquidation. Dividends will be cumulative at a rate of 6.00% and payable quarterly. The shares will convert to Class A common stock between May 1, 2028, and a designated settlement date, subject to specific terms such as a potential increase in the conversion ratio in the event of certain corporate changes. The net proceeds will also assist with general corporate needs and paying down debt. The filing included details regarding the underwriting agreement signed prior to the offering, as well as the terms of the newly established preferred stock.

Form Type: 424B5

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525111674

Filing Summary: Shift4 Payments, Inc. is offering 8,750,000 shares of its 6.00% Series A Mandatory Convertible Preferred Stock, with a dollar value of $100 per share, totaling $875 million before expenses. This offering includes an option for underwriters to purchase up to an additional 1,250,000 shares to cover over-allotments. The mandatory convertible preferred stock accumulates cumulative dividends at a rate of 6.00% per annum, payable quarterly starting August 1, 2025. Each share will automatically convert into Class A common stock on May 1, 2028, at a conversion rate subject to certain adjustments. An acquisition non-occurrence event related to the Global Blue Merger can necessitate redemption of the preferred stock. The proceeds will be utilized primarily for the Global Blue Merger and associated costs, alongside general corporate purposes, including debt repayment and strategic growth initiatives. The document outlines risks associated with the investment and includes management's forward-looking statements on expected business performance and increased financial commitments.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000119312525105683

Filing Summary: Shift4 Payments, Inc. filed a Form 8-K on April 30, 2025, to provide additional information regarding its previously announced transaction agreement with Global Blue Group Holding AG, dated February 16, 2025. The filing includes Global Blue’s annual report on Form 20-F for the fiscal year ended March 31, 2024, which contains the audited consolidated financial statements and notes. Additional financial data includes Global Blue’s report on Form 6-K filed on February 26, 2025, detailing its unaudited interim financial statements. Furthermore, an unaudited pro forma condensed combined balance sheet and statement of operations of Shift4 and Global Blue as of March 31, 2025, is presented, aiming to illustrate the financial impact of the acquisition. The document contains forward-looking statements about expectations related to the transaction, benefits anticipated from the acquisition, risks associated with market competition, and operational integration challenges. It clarifies that these statements are not guarantees and involve uncertainties.