Shift4 Payments Launches Public Offering Of 7.5M Series A Mandatory Convertible Preferred Stock To Fund Global Blue Acquisition And Growth Initiatives

Shift4 Payments, Inc. (NYSE:FOUR) ("Shift4" or the "Company"), a leader in integrated payments and commerce technology, today announced the launch of an underwritten public offering (the "Offering") of 7,500,000 shares of Series A Mandatory Convertible Preferred Stock, par value $0.0001 per share ("Mandatory Convertible Preferred Stock"), of the Company, subject to market conditions. Shift4 expects to grant to the underwriters of the Offering a 30-day option to purchase up to 1,125,000 additional shares of Mandatory Convertible Preferred Stock solely to cover over-allotments, if any, at the public offering price, less underwriting discounts and commissions. Shift4 intends to use the net proceeds from the Offering, proposed additional permanent debt financing of up to $1,735.0 million, together with cash on its balance sheet for (i) the payment of the cash consideration due in respect of Shift4's previously announced acquisition of Global Blue Group Holding AG (the "merger") and related fees, costs and expenses and/or (ii) general corporate purposes, including repayment of debt, other strategic acquisitions and growth initiatives.

Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., Citizens JMP Securities, LLC, and Santander US Capital Markets LLC are acting as joint book-running managers for the Offering.

The Mandatory Convertible Preferred Stock is expected to have a liquidation preference of $100.00 per share. Unless previously converted or redeemed, each outstanding share of Mandatory Convertible Preferred Stock will automatically convert, for settlement on or about May 1, 2028 (subject to postponement in certain limited circumstances), into a variable number of shares of Shift4's Class A common stock, par value $0.0001 per share. Shift4 will have the right to redeem all, but not less than all, of the Mandatory Convertible Preferred Stock if certain non-occurrence events occur with respect to the merger, including if the merger is not completed within a specified period of time. The dividend rate, conversion terms and other terms of the Mandatory Convertible Preferred Stock will be determined at the time of pricing of the Offering and remain subject to change. The completion of the Offering is not contingent upon the consummation of the merger, which, if consummated, will occur subsequent to the completion of the Offering.