Shift4 Payments, Inc 8-K, filed Dec 30, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 29, 2020

SHIFT4 PAYMENTS, INC.

(Exact name of registrant as specified in its charter)

2202 N. Irving St.

Allentown, Pennsylvania 18109

(Address of principal executive offices) (Zip Code)

(888) 276-2108

(Registrant’s telephone number, include area code)

N/A

(Former Name orFormer Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01. Other Events.

Convertible Notes Election

On December 7, 2020, Shift4 Payments, Inc. (the “Company”) issued $690,000,000 principal amount of its 0.00% Convertible Senior Notes due 2025 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of December 7, 2020, between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Notes are convertible in certain circumstances into consideration that consists, at the Company’s election, of shares of the Company’s Class A common stock, cash or a combination of cash and shares of the Company’s Class A common stock. As permitted by the Indenture, on December 29, 2020, the Company irrevocably elected that all future conversions of the Notes will be settled pursuant to combination settlement. Generally, under this settlement method, the conversion value will be settled in cash up to the principal amount being converted, and any excess of the conversion value over the principal amount will be settled, at the Company’s election, in cash or shares of the Company’s Class A common stock.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.