By Abigail W. Adams
Portland, Me., Dec. 3 – Shift4 Payments Inc. priced an upsized $600 million offering of five-year convertible notes after the market close on Wednesday at par with a coupon of 0% and an initial conversion premium of 45%, according to a company news release.
Pricing came at the rich end of revised price talk for a coupon of 0% to 0.25% and an initial conversion premium of 42.5% to 45%, according to a market source.
Initial price talk was for a coupon of 0.25% to 0.75% and an initial conversion premium of 37.5% to 42.5%.
Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. were joint bookrunners for the Rule 144A offering, which carries an upsized greenshoe of $90 million.
The initial size of the offering was $450 million with a greenshoe of $60 million.
The notes are contingently convertible until Sept. 15, 2025.
The notes are non-callable until Dec. 20, 2023 and then are subject to a 130% hurdle.
They are putable upon a fundamental change. There is dividend protection.
The notes will be settled in cash, shares or a combination of both at the company’s option.
Concurrently with the convertible notes offering, certain stockholders sold 8 million shares in a public offering at a price of $55.50 a share.
The public offering carries a greenshoe of 1.2 million shares.
Proceeds from the convertible notes offering will be used for general corporate purposes.
Shift4 Payments is an Allentown, Pa.-based integrated payment processing company.
| Issuer: | Shift4 Payments Inc.
|
| Securities: | Convertible senior notes
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| Amount: | $600 million
|
| Greenshoe: | $90 million
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| Maturity: | Dec. 15, 2025
|
| Bookrunners: | Goldman Sachs & Co. LLC, Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc.
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 0%
|
| Conversion premium: | 45%
|
| Conversion price: | $80.48
|
| Conversion rate: | 12.4262
|
| Call options: | Non-callable until Dec. 20, 2023 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
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| Pricing date: | Dec. 2
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| Settlement date: | Dec. 7
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| Distribution: | Rule 144A
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| Talk: | Revised talk for a coupon of 0% to 0.25% and initial conversion premium of 42.5% to 45%; initial talk coupon of 0.25% to 0.75% and initial conversion premium of 37.5% to 42.5%
|
| Stock symbol: | NYSE: FOUR
|
| Stock price: | $55.50 in concurrent offering
|
| Market capitalization: | $4.47 billion
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