Commentary & Deal Flow

+++UPDATES to show US$ tranche added to the original EUR only sr note deal; and updates UOP+++

Shift4 Payments LLC/Shift4 Payments Finance Sub Inc (FOUR) approx US$1.15bn equivalent (EUR/US$) 144A/Reg S sr notes 2-part. Ba3/BB-/BB (stable/stable/stable). Via GS (B&D) physical books/Citi/WFS/Barc/Citizens/Santander jt books. No reg rights. Settles T+3.

- EUR680m sr notes due 2033 (8y). NC3 (MWC B+50bp) (50%,25%,par). Equity claw: 3y 40%. List ISE. NY law. CoC at 101. SMR at 101 if the acquisition is not completed by 02/16/26. IPT: 6.00%-6.25%. Revised IPT: 5.75% area. Final terms: EUR680m at 5.50%.

- US$550m add-on to its 6.75% sr notes due 08/15/32 (7.25y). NC2.25 (08/15/27) (MWC T+50bp), then at 103.375, 101.6875, 100. Equity claw: 2.25y 40% at 106.75. CoC at 101. No SMR. 144A CUSIP: 82453AAB3. Immediately 144A fungible (Reg S after 40-days) with the $1.1bn issue priced 08/01/24. Price talk: 100.00-100.50.

Originally one tranche of EUR680m 8yNC3 sr notes. The US$550m tranche was added the day of pricing. Did investor call at 1:30pm UKT 05/01. Books close at 4pm UKT / 11am NYT 05/08. Pricing 05/08 UK afternoon. UOP: along with $1bn (up from $875m) (10m shares at $100) series A mandatory cvt pfd priced 04/30 and US$1bn term loan B, to fund the acquisition of Global Blue Group Holding AG for $7.50 per share, or a total enterprise value of approx $2.5bn ($1.97bn equity and $660m repayment of Global Blue net debt), redeem its US$450m 4.625% sr notes due 11/01/26 (callable at 100) and $61m for GCP (originally also using $279m of cash on hand). Biz: a leading independent provider of integrated payment processing and technology products and services in the US. HQ: Center Valley, PA. (Acquisition announced 02/18/2025).