8-Kfiled May 5, 2025, 7:59 PM ETticker FOURCIK 0001794669
other materialconfidence highsentiment neutralmateriality 0.75
Shift4 issues $1B mandatory convertible preferred to fund Global Blue acquisition
Shift4 Payments, Inc.
Issued 10M shares of 6.00% Series A Mandatory Convertible Preferred Stock ($1B liquidation preference) on May 5, 2025; over-allotment fully exercised for 1.25M additional shares.
Cumulative dividends at 6.00% p.a., payable quarterly in cash or Class A common stock at company's option, starting Aug 1, 2025.
Mandatory conversion into Class A common stock on May 1, 2028 at conversion rate between 0.9780 and 1.2224 shares per preferred share.
Net proceeds, together with up to $1.735B of additional debt, to fund acquisition of Global Blue Group Holding AG and for general corporate purposes.
Company may redeem all shares if Global Blue merger is terminated; lock-up on similar securities for 90 days.
Shift4 Payments, Inc.: Filed Certificate of Designations to establish Series A Mandatory Convertible Preferred Stock (effective 2025-05-05).
Change
charter amendment
Effective
2025-05-05
Exact text from the filing
In connection with the issuance of Series A Mandatory Convertible Preferred Stock, the Company filed a Certificate of Designations (the “Certificate of Designations”) with the Delaware Secretary of State on May 5, 2025, to establish the designations, powers, preferences and rights of the Series A Mandatory Convertible Preferred Stock and the qualifications, limitations and restrictions thereof.
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