Item 1.01. Entry Into a Material Definitive Agreement.
Underwriting Agreement
On January 13, 2021, Repay Holdings Corporation (the "Company," "we," "us" or
"our") entered into an underwriting agreement (the "Underwriting Agreement")
with Credit Suisse Securities (USA) LLC, acting as representative of the several
underwriters named therein (collectively, the "Underwriters") relating to the
public offering (the "Equity Offering") by the Company of 5,430,000 shares of
its Class A common stock (the "Firm Shares"). After underwriting discounts and
commissions and estimated offering expenses, the Company expects to receive net
proceeds from the offering of the Firm Shares of approximately $123.5 million.
Pursuant to the Underwriting Agreement, the Underwriters have a 30-day option to
purchase from the Company up to an additional 814,500 shares of its Class A
common stock (the "Option Shares" and together with the Firm Shares, the
"Shares") at the public offering price less the underwriting discounts and
commissions.
The Shares will be sold pursuant to an effective shelf registration statement
(including a prospectus) on Form S-3 that the Company filed with the Securities
and Exchange Commission (the "SEC") on September 8, 2020 (File No. 333-248483).
A prospectus supplement relating to the Equity Offering has been filed with the
SEC. The closing of the Equity Offering is expected to take place on January 19,
2021, subject to customary closing conditions.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events
Purchase Agreement
On January 13, 2021, we entered into a purchase agreement (the "Purchase
Agreement") with Credit Suisse Securities (USA) LLC, as representative of the
several initial purchasers named therein (collectively, the "Initial
Purchasers"), to issue $400.0 million in aggregate principal amount of 0.00%
Convertible Senior Notes due 2026 (the "Notes") in a private placement (the
"Notes Offering") to qualified institutional buyers pursuant to Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be
issued to the Initial Purchasers pursuant to an exemption from the registration
requirements of the Securities Act afforded by Section 4(a)(2) of the Securities
Act. In addition, the Company granted the Initial Purchasers a 13-day option to
purchase up to an additional $40.0 million aggregate principal amount of the
Notes on the same terms and conditions.
The Purchase Agreement includes customary representations, warranties and
covenants by the Company and customary closing conditions. Under the terms of
the Purchase Agreement, the Company has agreed to indemnify the Initial
Purchasers against certain liabilities.
On January 12, 2021, the Company issued a press release announcing the Equity
Offering. A copy of the press release is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
On January 12, 2021, the Company issued a press release announcing the
concurrent Notes Offering. A copy of the press release is filed as Exhibit 99.2
hereto and incorporated herein by reference.
On January 13, 2021, the Company issued a press release announcing the pricing
of the Equity Offering. A copy of the press release is attached hereto as
Exhibit 99.3 and is incorporated by reference herein.
On January 13, 2021, the Company also issued a press release announcing the
pricing of the concurrent Notes Offering. A copy of the press release is
attached hereto as Exhibit 99.4 and is incorporated by reference herein.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
99.1* Press Release, dated January 12, 2021, issued by the Company
99.2* Press Release, dated January 12, 2021, issued by the Company
99.3* Press Release, dated January 13, 2021, issued by the Company
99.4* Press Release, dated January 13, 2021, issued by the Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Filed herewith
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REPAY HOLDINGS CORPORATION 
