0001213900-19-012762.txt : 20190715 0001213900-19-012762.hdr.sgml : 20190715 20190715170833 ACCESSION NUMBER: 0001213900-19-012762 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190711 FILED AS OF DATE: 20190715 DATE AS OF CHANGE: 20190715 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JACOBS WILLIAM I CENTRAL INDEX KEY: 0001019556 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38531 FILM NUMBER: 19955766 MAIL ADDRESS: STREET 1: C/O MASTERCARD INTERNATIONAL INC STREET 2: 2000 PURCHASE ST CITY: PUCHASE STATE: NY ZIP: 10577-2509 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Repay Holdings Corp CENTRAL INDEX KEY: 0001720592 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3 WEST PACES FERRY ROAD STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: (404) 504-7474 MAIL ADDRESS: STREET 1: 3 WEST PACES FERRY ROAD STREET 2: SUITE 200 CITY: ATLANTA STATE: GA ZIP: 30305 FORMER COMPANY: FORMER CONFORMED NAME: Thunder Bridge Acquisition Ltd DATE OF NAME CHANGE: 20171024 4 1 ownership.xml X0306 4 2019-07-11 0 0001720592 Repay Holdings Corp RPAY 0001019556 JACOBS WILLIAM I C/O REPAY HOLDINGS CORPORATION, 3 WEST PACES FERRY ROAD, SUITE 200 ATLANTA, GA 30305 1 0 0 0 Class V Common Stock 2019-07-11 4 A 0 1 A 1 D Post-Merger Repay Units 2019-07-11 4 A 0 224997 A Class A Common Stock 224997 224997 D These shares of Class V common stock ("Class V Common Stock") of the Issuer (as defined below) provide no economic rights in the Issuer to the holder thereof. However, each holder of Class V Common Stock will be entitled to vote with the holders of Class A common stock ("Class A Common Stock") of the Issuer, with each share of Class V Common Stock entitling the holder to a number of votes equal to the number of Post-Merger Repay Units (as described below) held by such Class V Common Stock holder at the time of such vote. Pursuant to a Second Amended and Restated Agreement and Plan of Merger, dated effective as of January 21, 2019, as amended from time to time (the "Merger Agreement"), by and among Thunder Bridge Acquisition, Ltd., TB Acquisition Merger Sub LLC ("Merger Sub"), Hawk Parent Holdings LLC ("Repay"), and other parties thereto, Merger Sub merged (the "Merger") with and into Repay with Repay continuing as the surviving entity and a subsidiary of Thunder Bridge Acquisition, Ltd. (which subsequently changed its name to Repay Holdings Corporation, the "Issuer"). Pursuant to the terms of the Merger Agreement, the owners of Repay prior to the closing of the Merger (the "Closing") received in the aggregate approximately $260.8 million in cash and, subject to certain post-Closing adjustments, 21,985,297 Post-Merger Repay Units for the Repay limited liability company interests held by them immediately prior to the Closing. The terms of the Merger Agreement also provide that additional Post-Merger Repay Units will be issued subject to earn out rights ("Earn Out Units") as discussed below. In the event that the volume-weighted average trading price of the Issuer's Class A Common Stock exceeds (i) $12.50 for twenty out of thirty consecutive trading days during the first twelve months following the Closing (the "$12.50 Condition"), 3,500,000 Post-Merger Repay Units will be issued to the pre-Closing owners of Repay and (ii) $14.00 for twenty out of thirty consecutive trading days during the first twenty-four months following the Closing (the "$14 Condition"), an additional 3,500,000 Post-Merger Repay Units will be issued to the pre-Closing owners of Repay. In addition, in connection with the Merger, each holder of Repay limited liability company interests prior to the Merger received one share of Class V Common Stock. These Post-Merger Repay Units represent non-voting limited liability company interests of Repay. Pursuant to the terms of an exchange agreement, beginning on the six-month anniversary of the closing date of the Merger, these units may be exchanged at the discretion of the holder for shares of Class A Common Stock on a one-for-one basis, or, at option of the Issuer, cash. These exchange rights do not expire. This amount includes 71,760 Earn Out Units, 50% of which will be issued upon satisfaction of the $12.50 Condition, and the remaining 50% of which will be issued upon satisfaction of the $14 Condition. /s/ Timothy J. Murphy, as Attorney-in-Fact 2019-07-15