Item 7.01.Regulation FD Disclosure.
On November 3, 2020, Repay Holdings Corporation (the "Company") issued a press
release announcing the closing of the previously announced acquisition of all of
the membership interests of CPS Payment Services, LLC, Custom Payment Systems,
LLC and Media Payments, LLC (collectively, "CPS"). 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 8.01.Other Events.
On November 2, 2020, the Company, through its indirect majority owned subsidiary
Repay Holdings, LLC (together with the Company, "REPAY"), completed the
previously announced acquisition (the "Acquisition") of all of the membership
interests of CPS, pursuant to the Purchase Agreement, dated effective as of
October 26, 2020 (as amended or supplemented from time to time, the "Purchase
Agreement"), between REPAY and the members of CPS.
Pursuant to the Purchase Agreement, REPAY paid an aggregate consideration of $78
million in cash to CPS at closing. 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 foregoing descriptions of the Purchase Agreement and the Acquisition do not
purport to be complete and are qualified in their entirety by reference to the
full text of the Purchase 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 October 27, 2020 .
Item 9.01.Financial Statements and Exhibits.
Exhibit No. Description
99.1* Press Release issued
November 3, 2020 by Repay
104 Cover Page Interactive
Data File (embedded
within the Inline XBRL
* 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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