Item 8.01. Other Events.
Variable Prepaid Forward Contracts
On September 7, 2021, Jared Isaacman ("Mr. Isaacman"), Chairman and Chief
Executive Officer of Shift4 Payments, Inc. (the "Company"), through a
wholly-owned special purpose vehicle (the "SPV"), entered into two variable
prepaid forward contracts with an unaffiliated dealer (the "Dealer"), one
covering approximately 2.18 million shares of the Company's Class A common stock
and the other covering approximately 2.26 million shares of the Company's Class
A common stock. The variable prepaid forward contracts are both scheduled to
settle on specified dates in June, July, August and September 2024, at which
time the actual number of shares of the Company's Class A common stock to be
delivered by the SPV will be determined based on the price of the Company's
Class A common stock on such dates relative to the forward floor price of
approximately $66.42 per share and the forward cap price of approximately
$112.09 per share for the contract covering approximately 2.18 million shares of
the Company's Class A common stock, and to the forward floor price of $66.4240
per share and the forward cap price of approximately $120.39 per share for the
contract covering approximately 2.26 million shares of the Company's Class A
common stock, with the aggregate number not to exceed approximately 4.44 million
shares, which is the aggregate number of shares of Company's Class B common
stock and their associated common units of Shift4 Payments, LLC pledged by the
SPV to secure its obligations under the contracts. Subject to certain
conditions, the SPV can also elect to settle the variable prepaid forward
contracts in cash and thereby retain full ownership of the pledged shares and
units.
Mr. Isaacman, through the SPV, entered into the variable prepaid forward
contracts in accordance with his family financial plan, to provide current
liquidity and continue to make charitable donations while also allowing him to
maintain voting and dividend rights in the stock and units, as well as the
ability to participate in future stock price appreciation up to the respective
forward cap prices, during the term of the contracts and thereafter if the SPV
settles the variable prepaid forward contracts in cash. If the SPV were to
default on its obligations under the variable prepaid forward contracts and fail
to cure such default, the Dealer would have the right to exchange up to
approximately 4.44 million common units of Shift4 Payments, LLC pledged by the
SPV for up to approximately 4.44 million shares of Company's Class A common
stock, and an equivalent number of Class B common stock will be retired.
The aggregate number of shares covered by the variable prepaid forward contracts
described above and by the variable prepaid forward contract that Mr. Issacman
entered into with a different unaffiliated dealer through a separate
wholly-owned special purpose vehicle on March 16, 2021, represent approximately
7.8% of the Company's (on an as-converted basis) and 21.1% of Mr. Isaacman's (on
an as-converted basis) total shares of Class A common stock outstanding as of
August 2, 2021, respectively. The aggregate pledged Class B common stock under
such contracts represents approximately 15.9 % of the Company's and 21.1% of
Mr. Isaacman's total voting power (including the outstanding Class C common
stock) as of August 2, 2021, respectively.
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