Item 1.01.Entry into a Material Definitive Agreement.

On October 26, 2020, Repay Holdings Corporation (the "Company"), through its indirect majority owned subsidiary Repay Holdings, LLC (together with the Company, "REPAY"), entered into a Purchase Agreement, dated effective as of October 26, 2020 (as amended or supplemented from time to time, the "Purchase Agreement"), with the members of CPS Payment Services, LLC, Custom Payment Systems, LLC and Media Payments, LLC (collectively, "CPS"), pursuant to which REPAY will acquire all of the membership interests of CPS (the "Acquisition"). Under the terms of the Purchase Agreement, the aggregate consideration to be paid at closing by REPAY is approximately $78 million in cash. In addition to the closing consideration, the Purchase Agreement contains two separate performance based earnouts based on future results of the acquired business over various periods through December 31, 2022, which could result in additional payments by REPAY of up to $15 million in cash. The closing of the Acquisition is subject to the satisfaction or waiver of certain customary closing conditions and is expected to close in the fourth quarter of 2020. The Purchase Agreement contains customary representations, warranties and covenants by REPAY and the members of CPS, as well as a customary post-closing adjustment provision relating to working capital and similar items.

CPS, founded in 2011 and headquartered in Atlanta, GA, is a B2B payments and accounts payable automation technology provider that facilitates the issuance, execution, and reconciliation of virtual card, enhanced ACH, ACH, and check payments through an integrated software platform.

The foregoing description of the Purchase Agreement and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

The Purchase Agreement filed as an exhibit to this report is not intended to provide factual information or other disclosure except for the terms of the Purchase Agreement itself, and you should not rely on them for other than that purpose. In particular, any representations and warranties made by any party in the Purchase Agreement were made solely within the specific context of the Purchase Agreement and do not apply in any other context or at any time other than the date they were made.

Item 7.01.Regulation FD Disclosure.

On October 27, 2020, the Company issued a press release announcing the proposed 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.





(d) Exhibits



                   Exhibit No.                                 Description
2.1*†                                                 Purchase Agreement, dated
                                                    October 26, 2020, by and among
                                                    Repay Holdings, LLC and CPS
                                                    Holdings, LLC, CPS Media, LLC, DB
                                                    & AS Enterprises, Inc., and James
                                                    F. Hughes, LLC.
99.1*                                                 Press Release issued October
                                                    27, 2020 by Repay Holdings
                                                    Corporation.
104                                                 Cover Page Interactive Data File
                                                    (embedded within the Inline XBRL
                                                    document)

*             Filed herewith
†             Certain schedules and exhibits to this agreement have
              been omitted in accordance with Item 601(b)(2) of
              Regulation S-K. The descriptions of the omitted
              schedules and exhibits are contained within the
              relevant agreement. A copy of any omitted schedule
              and/or exhibit will be furnished supplementally to the
              SEC upon request.

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