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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Repay Holdings Corporation    RPAY

REPAY HOLDINGS CORPORATION

(RPAY)
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REPAY HOLDINGS CORP : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

11/04/2020 | 06:07am EST

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.



(d) Exhibits



                       Exhibit No.                                  Description
99.1*                                                          Press Release issued
                                                             November 3, 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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