Shift4 Payments, Inc 8-K, filed Mar 18, 2022
Shift4 Payments, Inc. (FOUR)
About this 8-K
Shift4 Payments, Inc filed this 8-K on March 18, 2022, reporting on events of March 17, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
In a press release issued on March 17, 2022, Shift4 Payments, Inc. and its subsidiaries (the “Issuers”) announced the expiration and final results of its previously announced Consent Solicitation Statement, dated as of March 11, 2022, to amend the Indenture related to the 4.625% Senior Notes due 2026 (the “Consent Solicitation Statement”).
In connection with the results of the Consent Solicitation Statement, the Issuers have received the requisite consents to amend the Indenture governing the 4.625% Senior Notes due 2026. The Issuers and the guarantors thereto have entered into a supplemental indenture with U.S. Bank Trust Company, National Association, as trustee, in connection with the 4.625% Senior Notes due 2026 to allow for the repurchase of capital stock as part of the Market Capitalization exception currently included.
The foregoing description is qualified in its entirety by reference to the press release dated March 17, 2022, a copy of which is attached hereto as Exhibit 99.1.
This Current Report on Form 8-K does not constitute an offer to purchase, or a solicitation of an offer to sell, the Notes and it shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibit shall be deemed to be furnished, and not filed:
| Exhibit |
Description | |
| 99.1 | Press Release, dated March 17, 2022, entitled “Shift4 Payments, LLC Announces Results of Consent Solicitation for 4.625% Senior Notes due 2026.” | |
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.
| SHIFT4 PAYMENTS, INC. | ||||||
| Date: March 17, 2022 | By: | /s/ Jordan Frankel | ||||
| Jordan Frankel | ||||||
| General Counsel and Secretary | ||||||
Exhibit 99.1
Shift4 Payments Announces Results of Consent Solicitation Relating to its 4.625% Senior
Notes Due 2026
ALLENTOWN, PA., March 17, 2022 – Shift4 Payments, Inc. and its subsidiaries today announced that it has received the requisite consents to approve amendments to the indenture (the “Indenture”) governing the $450.0 million aggregate principal amount of 4.625% Senior Notes due 2026 (the “Notes”) to allow for the repurchase of capital stock as part of the Market Capitalization exception currently included (the “Amendment”), all as set forth in (and subject to other terms and conditions described in) the consent solicitation statement, dated as of March 11, 2022 (the “Consent Solicitation Statement”).
The Company will make a cash payment (the “Consent Payment”) of $10.00 per $1,000 in aggregate principal amount of Notes to each holder who held such Notes as of 5:00 p.m., New York City time, on March 10, 2022 and validly delivered (and did not validly revoke) a duly executed consent at or prior to 5:00 p.m., New York City time, on March 17, 2022 in accordance with the terms and conditions set forth in the Consent Solicitation Statement. The Company expects the Consent Payment to be paid on March 18, 2022.
In connection with receiving the requisite consents, on March 16, 2022, the Company, the Guarantors and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”) executed and delivered a Fourth Supplemental Indenture with respect to the Indenture (the “Supplemental Indenture” and such time, the “Effective Time”). Pursuant to the terms of the Supplemental Indenture, the Amendment became effective at the Effective Time, and binds every holder of Notes. Although the Supplemental Indenture became effective upon the execution by the Company, the guarantors thereto, and the Trustee, the Amendment will not become operative and will have no effect until and unless the payment of the Consent Payment is made in accordance with the terms and conditions set forth in the Consent Solicitation Statement.
This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security.
About Shift4
Shift4 (NYSE: FOUR) is boldly redefining commerce by simplifying complex payments ecosystems across the world. As the leader in commerce-enabling technology, Shift4 powers billions of transactions annually for hundreds of thousands of businesses in virtually every industry. For more information, visit www.shift4.com.
Contacts
Investor Relations:
Thomas McCrohan
EVP, Strategy and Investor Relations
Shift4
(484) 735-0779
investors@shift4.com
Media:
Nate Hirshberg
Vice President, Marketing
Shift4
nhirshberg@shift4.com