Repay Holdings Corp Files 8-K on Material Definitive Agreement

TL;DR

Repay Holdings Corp just filed an 8-K for a material definitive agreement - likely a new debt or financing deal.

AI Summary

On July 2, 2024, Repay Holdings Corporation entered into a material definitive agreement related to a financial obligation. The company, formerly known as Thunder Bridge Acquisition Ltd, filed an 8-K report detailing this event. The filing does not specify the exact nature or amount of the financial obligation.

Why It Matters

This filing indicates a significant financial event for Repay Holdings Corp, potentially impacting its debt structure or operational financing.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a direct financial obligation, which could involve significant financial commitments or changes for the company.

Key Players & Entities

• Repay Holdings Corporation (company) — Registrant
• Thunder Bridge Acquisition Ltd (company) — Former company name
• July 02, 2024 (date) — Date of earliest event reported
• July 08, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share RPAY The Nasdaq Stock Mar
• $287.5 million — ompany") closed its private offering of $287.5 million aggregate principal amount of 2.875% Co
• $27.5 million — nt includes the exercise in full of the $27.5 million principal amount option granted to the
• $279.2 m — enior Notes Offering were approximately $279.2 million, after deducting fees and estimat
• $39.2 million — Company. The Company used approximately$39.2 million of the net proceeds to pay the cost of
• $200.0 million — sactions described below, approximately $200.0 million of the net proceeds and approximately $
• $5.1 million — n of the net proceeds and approximately $5.1 million of cash on hand to repurchase $220.0 mi
• $220.0 million — 1 million of cash on hand to repurchase $220.0 million in aggregate principal amount of its ou
• $40.0 million — 26 (the "2026 notes") and approximately $40.0 million to repurchase approximately 3.9 million
• $1,000 — y be 76.8182 shares of Common Stock per $1,000 principal amount of Notes (equivalent t
• $13.02 — itial conversion price of approximately $13.02 per share of Common Stock). The convers
• $20.42 — ped Call Transactions will initially be $20.42 per share and is subject to certain adj

Filing Documents

• rpay-20240702.htm (8-K) — 57KB
• rpay-ex4_1.htm (EX-4.1) — 902KB
• rpay-ex10_1.htm (EX-10.1) — 331KB
• rpay-ex10_2.htm (EX-10.2) — 335KB
• rpay-ex99_1.htm (EX-99.1) — 27KB
• rpay-ex99_2.htm (EX-99.2) — 19KB
• img228452271_0.jpg (GRAPHIC) — 2KB
• img228452271_1.jpg (GRAPHIC) — 2KB
• img228452271_2.jpg (GRAPHIC) — 2KB
• img228452271_3.jpg (GRAPHIC) — 2KB
• img228452271_4.jpg (GRAPHIC) — 3KB
• 0000950170-24-082154.txt ( ) — 2044KB
• rpay-20240702.xsd (EX-101.SCH) — 24KB
• rpay-20240702_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On July 8, 2024, Repay Holdings Corporation (the "Company") closed its private offering of $287.5 million aggregate principal amount of 2.875% Convertible Senior Notes due 2029 (the "Notes"), which amount includes the exercise in full of the $27.5 million principal amount option granted to the initial purchasers of the Notes (the "Convertible Senior Notes Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Notes bear interest at a fixed rate of 2.875% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2025. The Notes will mature on July 15, 2029, unless earlier repurchased, redeemed, or converted in accordance with their terms. The Notes are convertible at the option of the holders, under certain circumstances and during certain periods, into cash up to the aggregate principal amount of the Notes to be converted and cash, shares of the Company's Class A common stock, par value $0.0001 per share ("Common Stock"), or a combination of cash and shares of Common Stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Notes being converted. The net proceeds from the Convertible Senior Notes Offering were approximately $279.2 million, after deducting fees and estimated expenses payable by the Company. The Company used approximately$39.2 million of the net proceeds to pay the cost of the capped call transactions described below, approximately $200.0 million of the net proceeds and approximately $5.1 million of cash on hand to repurchase $220.0 million in aggregate principal amount of its outstanding 0.00% convertible senior notes due 2026 (the "2026 notes") and approximately $40.0 million to repurchase approximately 3.9 million shares of

01 Other Events

Item 8.01 Other Events. On July 2, 2024, the Company announced the pricing of the Notes. A copy of the press release announcing the pricing of the Notes is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On July 8, 2024, the Company announced the closing of the Convertible Senior Notes Offering. A copy of the press release announcing the closing of the Convertible Senior Notes Offering is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated July 8, 2024, by and between Repay Holdings Corporation and U.S. Bank Trust Company, National Association 4.2 Form of 2.875% Convertible Senior Note due 2029 (included in Exhibit 4.1) 10.1 Form of Base Capped Call Confirmation 10.2 Form of Additional Capped Call Confirmation 99.1 Press Release dated July 2, 2024 99.2 Press Release dated July 8, 2024 104 Cover page (formatted in Inline XBRL)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Repay Holdings Corporation Date: July 8, 2024 By: /s/ Tyler B. Dempsey Tyler B. Dempsey General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR