Shift4 Payments, Inc. (“Shift4”) (NYSE:FOUR), a leading independent provider of integrated payment processing and technology solutions, today announced that certain selling stockholders of Shift4 intend to offer 8,000,000 shares of Shift4’s Class A common stock for sale in an underwritten public offering (the “Secondary Offering”). The selling stockholders also intend to grant the underwriters a 30-day option to purchase up to an additional 1,200,000 shares of Shift4’s Class A common stock.
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 joint active bookrunners.
A registration statement relating to the Secondary Offering has been filed with the Securities and Exchange Commission but has not yet become effective. The Secondary Offering will be made only by means of a prospectus. These securities may not be sold nor may offers to buy be accepted prior to the time when the registration statement becomes effective. Copies of the preliminary prospectus, 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 Prospectusfirstname.lastname@example.org, from Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, 6933 Louis Stephens Drive, Morrisville, North Carolina 27560 (Tel: 800-221-1037 or email to email@example.com) or from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146 or email to: Prospectus@citi.com).
Concurrently with the Secondary Offering, Shift4 is offering $400.0 million aggregate principal amount of convertible senior 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”), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. Shift4 also intends to grant the initial purchasers of that offering an option to purchase up to an additional $60.0 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.