Business Context and Reporting Period
Shift4 Payments, Inc. filed this Current Report on Form 8-K on October 13, 2020. The filing reports a proposed private offering of senior notes by its subsidiaries, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc. Shift4 is an emerging growth company, and its Class A common stock trades on the NYSE under the symbol FOUR.
Proposed Financing and Financial Metrics
- The subsidiaries proposed to issue $450.0 million aggregate principal amount of senior notes.
- The offering was intended for qualified institutional buyers under Rule 144A and certain non-U.S. persons under Regulation S.
- The filing text does not provide the proposed interest rate, maturity, issue price, covenants, intended use of proceeds, or expected closing date.
- The filing references preliminary financial results and selected other data for the three months ended September 30, 2020, but does not include the related amounts in the provided text.
- The filing also references reconciliations of adjusted EBITDA to further adjusted EBITDA for fiscal years 2018 and 2019, the six months ended June 30, 2019 and 2020, and the last twelve months ended June 30, 2020; the provided text does not state the reconciled values.
Changes Versus Prior Period
The filing indicates that the preliminary offering circular supplemented or updated certain prior disclosures, including preliminary third-quarter 2020 results and additional adjusted EBITDA reconciliations. No specific period-over-period revenue, profit, cash flow, margin, debt, or liquidity changes are provided in the filing text.
Guidance, Outlook, Risks, and Unusual Items
- The filing concerns a proposed debt financing and does not provide formal operating guidance or an outlook in the provided text.
- Preliminary financial results are subject to completion and may differ from final reported results.
- The offering was described through a preliminary offering circular, and completion, terms, and proceeds remain subject to the offering process.
- The information under Item 7.01, including the press release and preliminary offering circular excerpts, was furnished rather than filed and is not subject to Section 18 liability or incorporated by reference except where expressly stated.
Investor Verification Checklist
- Verify the final terms, pricing, maturity, interest rate, covenants, guarantees, and use of proceeds of the senior notes.
- Verify whether the proposed offering was completed and the resulting increase in consolidated debt and interest expense.
- Review Exhibit 99.2 for the preliminary September 30, 2020 financial results and EBITDA reconciliations.
- Compare the preliminary results with the company’s subsequently filed final quarterly financial statements.
- Assess liquidity, leverage, refinancing requirements, and any restrictions imposed by the notes.