Item 1.01. Entry Into a Material Definitive Agreement.
On June 2, 2020, Repay Holdings Corporation, a Delaware corporation (the
"Company") completed an underwritten offering of 9,200,000 shares of its Class A
common stock pursuant to the terms of an Underwriting Agreement (the
"Underwriting Agreement"), dated May 28, 2020, with Morgan Stanley & Co. LLC,
Credit Suisse Securities (USA) LLC and Barclays Capital Inc., as representatives
of the several underwriters named therein. 1,200,000 shares of such Class A
common stock were sold in the offering in connection with the full exercise of
the underwriters' option to purchase additional shares pursuant to the
Underwriting Agreement. The shares of Class A common stock issued by the Company
were sold at a price to the public of $20.00 per share ($19.00 per share net of
underwriting discounts and commissions). The material terms of the offering are
described in the prospectus, dated May 28, 2020 (the "Prospectus"), filed by the
Company with the Securities and Exchange Commission (the "Commission") on June
1, 2020, pursuant to Rule 424(b) under the Securities Act of 1933, as amended
(the "Securities Act"). The offering was registered with the Commission pursuant
to a Registration Statement on Form S-1(File No. 333-238691)initially filed by
the Company on May 26, 2020.
The Underwriting Agreement contains customary representations and warranties,
agreements and obligations, closing conditions and termination provisions. The
Company has agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act, and to contribute to payments
the underwriters may be required to make because of any of those liabilities.
In connection with the offering, the Company entered into a unit purchase
agreement (the "Unit Purchase Agreement"), dated May 28, 2020, with CC Payment
Holdings, L.L.C., an entity controlled by Corsair Capital LLC and its affiliates
("Corsair"), pursuant to which the Company acquired 5,200,000 units representing
limited liability company interests of Hawk Parent Holdings LLC ("Post-Merger
Repay Units") at a purchase price of $19.00 per Post-Merger Repay Unit, which
was equal to the purchase price per share of Class A common stock paid to the
Company by the underwriters for shares of Class A common stock in connection
with the offering.
The Company received proceeds from the offering of approximately $174.0 million
(net of underwriting discounts, commissions and estimated offering expenses
payable by the Company). As described in the Prospectus, the Company intends to
use (i) the net proceeds from the issuance and sale of 4,000,000 shares of Class
A common stock for general corporate purposes, which may include future
acquisitions, satisfaction of earnout obligations from prior acquisitions and
working capital and (ii) the net proceeds from the issuance and sale of
5,200,000 shares of Class A common stock to acquire an equivalent number of
outstanding Post-Merger Repay Units owned by Corsair for cash.
The underwriters and their respective affiliates are full service financial
institutions engaged in various activities, which may include securities
trading, commercial and investment banking, financial advisory, investment
management, investment research, principal investment hedging, financing and
brokerage activities. Certain of the underwriters and their respective
affiliates have from time to time performed, and may in the future perform,
various financial advisory, commercial banking and investment banking services
for the Company and for its affiliates in the ordinary course of business for
which they have received and would receive customary compensation.
The foregoing description is qualified in its entirety by reference to the full
text of the Underwriting Agreement and Unit Purchase Agreement, which are
attached as Exhibits 1.1 and 1.2, respectively, to this Current Report on Form
8-K and incorporated in this Item 1.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
1.1* Underwriting Agreement, dated May 28, 2020, by and among Repay
Holdings Corporation and Morgan Stanley & Co. LLC, Credit Suisse
Securities (USA) LLC and Barclays Capital Inc., as representatives of
the several underwriters named therein.
1.2* Unit Purchase Agreement, dated May 28, 2020, by and between Repay
Holdings Corporation and CC Payment Holdings, L.L.C.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Filed herewith
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