UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01. Regulation FD Disclosure.
On August 12, 2024, Shift4 Payments, Inc. (the “Company”) announced the launch of a proposed offering by its subsidiaries, Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc., of $1,100.0 million aggregate principal amount of senior notes (the “Notes”) in a private offering to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A and to certain persons outside the United States under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In connection with the offering of the Notes, the Company provided certain information to prospective investors in a preliminary offering memorandum, dated August 12, 2024. Certain excerpts from that preliminary offering memorandum are attached hereto as Exhibits 99.2. The preliminary offering memorandum disclosed certain information that supplements or updates certain prior disclosures of the Company, including reconciliations of adjusted EBITDA to further adjusted EBITDA for the last twelve months ended June 30, 2024.
The information contained in Item 7.01 of this Form 8-K (including Exhibit 99.1 and 99.2 attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit shall be deemed to be furnished, and not filed:
| Exhibit No. |
Description | |
| 99.1 | Press Release issued on August 12, 2024 | |
| 99.2 | Excerpts from preliminary offering memorandum of Shift4 Payments, LLC and Shift4 Payments Finance Sub, Inc., dated August 12, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: August 12, 2024 | By: | /s/ Jordan Frankel | ||||
| Jordan Frankel | ||||||
| General Counsel and Secretary | ||||||