Item 2.01.Completion of Acquisition or Disposition of Assets.
On June 15, 2021, Repay Holdings Corporation (the "Company" or "REPAY"),
completed the previously announced acquisition of BT Intermediate, LLC, a
Delaware limited liability company (the "Target"), pursuant to the Agreement and
Plan of Merger, dated as of May 7, 2021 (as amended or supplemented from time to
time, the "Merger Agreement") by and between the Company, the Target, Beckham
Acquisition LLC, a Delaware limited liability company and a wholly owned
subsidiary of the Company ("Buyer"), Beckham Merger Sub LLC, a Delaware limited
liability company and a wholly owned subsidiary of the Company ("Merger Sub"),
and Beckham Parent, L.P., a Delaware limited partnership (formerly known as
BillingTree Parent, L.P.) ("Seller"). Pursuant to the Merger Agreement, Merger
Sub merged with and into the Target, with the Target being the surviving company
of the merger (the "Acquisition"). Following the Acquisition, the Company
expects to contribute the subsidiaries of Target, including Electronic Payment
Providers, LLC d/b/a BillingTree, to its indirect subsidiaries, consistent with
the treatment of other Company operating companies.
Pursuant to the Merger Agreement, the Company paid an aggregate consideration of
approximately $503.25 million, which consisted of (i) approximately $275 million
in cash and (ii) 10,051,302 shares (the "Acquisition Shares") of the Company's
Class A common stock at closing. The number of Acquisition Shares was based on
the average daily VWAP for the twelve-day trading period prior to the execution
of the Merger Agreement. The Merger Agreement also includes lock-up provisions
pursuant to which Seller is restricted from transferring the Acquisition Shares
for a 180-day period following the closing. The Acquisition Shares currently
represent approximately 10% of the outstanding voting power of all of the
outstanding shares of the Company's common stock. Such voting power of the
Acquisition Shares was calculated using a denominator of 98,460,001, which is
the sum of (i) 90,526,108 shares of the Company's Class A common stock (which
number includes 2,303,749 shares of unvested restricted stock that have voting
rights) and (ii) 7,933,893 Class A units in a subsidiary of the Company (which
units are exchangeable into shares of the Company's Class A common stock on a
one-for-one-basis), in each case, outstanding as of June 15, 2021 after giving
effect to the issuance of the Acquisition Shares.
The foregoing descriptions of the Merger Agreement and the Acquisition do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Merger Agreement, a copy of which was previously filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the
Securities and Exchange Commission on May 10, 2021.
Item 3.01Unregistered Sales of Equity Securities
The information regarding the Merger Agreement under Item 1.01 above, including
the issuance of the Acquisition Shares, is incorporated in its entirety in this
Item 3.02 by reference. The issuance of the Acquisition Shares is a private
transaction exempt from registration pursuant to Section 4(a)(2) of the
Securities Act of 1933, as amended, and the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Item 7.01.Regulation FD Disclosure.
On June 15, 2021, the Company issued a press release announcing the closing of
the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1
and is hereby incorporated by reference in this Item 7.01.
As provided in General Instruction B.2 of Form 8-K, the information and exhibits
contained in this Item 7.01 shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be
deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference
in such a filing.
Item 9.01.Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
The Company will file any financial statements required to be filed for Target
not later than seventy-one (71) days after June 21, 2021.
(c) Pro Forma Financial Information.
The Company will file any pro forma financial information required to be filed
for Target not later than seventy-one (71) days after June 21, 2021.
(d) Exhibits
Exhibit No. Description
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10.1 * Limited Consent, Waiver and First Amendment to Amended and Restated
Revolving Credit Agreement, dated June 15, 2021, by and among Repay
Holdings Corporation, Hawk Parent Holdings LLC, Truist Bank, as
administrative agent, and the other parties thereto
99.1 * Press Release issued June 15, 2021 by Repay Holdings Corporation
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Filed herewith
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