v3.25.1
Debt
 3 Months Ended
Mar. 31, 2025
Debt Disclosure [Abstract]  
Debt Debt
The Company’s outstanding debt consisted of the following:
 MaturityEffective Interest RateMarch 31,
2025		December 31,
2024
6.750% Senior Notes due 2032 ("2032 Senior Notes")
August 15, 20326.92%$1,100.0 $1,100.0 
Convertible Senior Notes due 2025 ("2025 Convertible Notes")December 15, 20250.49%690.0 690.0 
Convertible Senior Notes due 2027 ("2027 Convertible Notes")August 1, 20270.90%632.5 632.5 
4.625% Senior Notes due 2026 ("2026 Senior Notes")
November 1, 20265.13%450.0 450.0 
Total debt principal

2,872.5 2,872.5 
Less: Unamortized capitalized financing fees(29.0)(31.5)
Total debt$2,843.5 $2,841.0 
Current portion of debt$687.8 $686.9 
Long-term debt2,155.7 2,154.1 
Total debt$2,843.5 $2,841.0 
Amortization of capitalized financing fees is included within “Interest expense” in the Company’s unaudited Condensed Consolidated Statements of Operations. Amortization expense for capitalized financing fees was $3.5 million and $2.1 million for the three months ended March 31, 2025, and 2024, respectively.
Future principal payments
As of March 31, 2025, future principal payments associated with the Company’s debt were as follows:
2025$690.0 
2026450.0 
2027632.5 
Thereafter1,100.0 
Total$2,872.5 
Revolving Credit Facility
In September 2024, Shift4 Payments, LLC entered into a Second Amended and Restated First Lien Credit Agreement (the “Original Revolving Credit Agreement”), among Shift4 Payments, LLC, as the borrower, Goldman Sachs Bank USA (“GS”), as administrative agent and collateral agent, and the lenders party thereto, providing for a $450.0 million senior secured revolving credit facility (“Revolving Credit Facility”), $112.5 million of which is available for the issuance of letters of credit.
On March 18, 2025, Shift4 Payments, LLC entered into an amendment to the Original Revolving Credit Agreement (the “Revolver Amendment” and, the Original Revolving Credit Agreement, as amended, restated, supplemented or otherwise modified from time to time, including by the Revolver Amendment, the “Revolving Credit Agreement”), with GS and the lenders party thereto, pursuant to which, among other things, the Original Revolving Credit Agreement was amended to (i) permit the consummation of the transactions contemplated by the Transaction Agreement and (ii) permit the incurrence and/or issuance of the Bridge Facilities (as defined below) and/or certain other permanent financing issued in lieu thereof or to refinance the loans thereunder.
The Revolving Credit Facility is scheduled to mature on September 5, 2029. There were no borrowings and borrowing capacity on the Revolving Credit Facility was $450.0 million as of March 31, 2025.
Settlement Line Agreement
In September 2024, Shift4 Payments, LLC entered into the Settlement Line Credit Agreement (the “Settlement Line Agreement”), by and between Shift4 Payments, LLC, as the borrower, and Citizens Bank, N.A. (“Citizens”), as the lender, providing for a settlement line of credit with an aggregate available amount of up to $100.0 million (the “Settlement Line”). The Settlement Line provides financing for certain settlement obligations of Shift4 Payments, LLC’s merchants. The Settlement Line is scheduled to mature on September 29, 2025, subject to extensions. As of March 31, 2025, the Settlement Line was fully utilized. The borrowings against the Settlement Line have been deposited in an account owned and controlled by Citizens. The deposit and borrowing have been netted on the Company’s unaudited Condensed Consolidated Balance Sheets because a right of offset exists and the parties intend to net settle.
Debt Commitment Letter
In February 2025, the Company entered into a transaction agreement (the “Transaction Agreement”) with Global Blue Group Holding AG, a stock corporation incorporated under the laws of Switzerland (“Global Blue”) and, from and after its execution and delivery of a joinder thereto on February 25, 2025, GT Holding 1 GmbH, a Swiss limited liability company and indirect wholly owned subsidiary of the Company (“Merger Sub”). Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Transaction Agreement. On February 16, 2025, in connection with the Transaction Agreement, Shift4 Payments, LLC entered into a commitment letter (the “Original Debt Commitment Letter”), with GS, pursuant to which GS committed to (i) provide Shift4 Payments, LLC with a 364-day bridge loan facilities in an aggregate principal amount of $1.795 billion (the “Bridge Facilities”), consisting of (x) a senior secured 364-day bridge loan facility in an aggregate principal amount of $1.0 billion (the “Senior Secured Bridge Facility”) and (y) a senior unsecured 364-day bridge loan facility in an aggregate principal amount of $795.0 million (the “Senior Unsecured Bridge Facility”), in each case, subject to customary conditions, and (ii) to backstop (the “Revolver Backstop”) an amendment to, or replacement of, the Revolving Credit Facility under the Original Revolving Credit Agreement, in the event that the Revolver Amendment was not entered into prior to the Acceptance Time.
On March 18, 2025, Shift4 Payments, LLC and GS amended and restated the Original Debt Commitment Letter pursuant to an amended and restated commitment letter (the “Debt Commitment Letter”) to, among other things, (i) join Citigroup Global Markets Inc., Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Banco Santander, S.A., New York Branch, Barclays Bank PLC, and Citizens Bank, N.A., and/or certain of their respective affiliates (together with GS, collectively, the “Commitment Parties”) as commitment parties thereunder, and (ii) reflect the termination of the Revolver Backstop, effective immediately after Shift4 Payments, LLC’s entry into the Revolver Amendment.
The Bridge Facilities are available together with cash on hand and the Revolving Credit Facility to, among other things, finance the consideration payable by us and our subsidiaries under the Transaction Agreement, refinance certain indebtedness of Global Blue and its subsidiaries, and to pay costs, fees and expenses in connection with the Bridge Facilities and the transactions contemplated by the Transaction Agreement. The Company capitalized $13.7 million of fees within “Other noncurrent assets” in the Company’s unaudited Condensed Consolidated Balance Sheets in connection with the commitment letter. As of March 31, 2025, no amounts have been borrowed. Prior to the funding thereof, Shift4 Payments, LLC may, at its election, reallocate the commitments under the Bridge Facilities among the Senior Secured Bridge Facility and the Senior Unsecured Bridge Facility. The consummation of the Offer and the Merger are not subject to any financing condition.
Restrictions and Covenants
The 2025 Convertible Notes, 2026 Senior Notes, 2027 Convertible Notes, 2032 Senior Notes (collectively, the “Notes”) and Revolving Credit Facility include certain restrictions on the ability of Shift4 Payments, LLC to make loans, advances, or pay dividends to Shift4 Payments, Inc.
As of March 31, 2025 and December 31, 2024, the Company was in compliance with all financial covenants under its debt agreements.