0001213900-19-012763.txt : 20190715
0001213900-19-012763.hdr.sgml : 20190715
20190715170911
ACCESSION NUMBER: 0001213900-19-012763
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: Kirk Jason
CENTRAL INDEX KEY: 0001781976
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38531
FILM NUMBER: 19955769
MAIL ADDRESS:
STREET 1: 3 WEST PACES FERRY ROAD, SUITE 200
CITY: ATLANTA
STATE: GA
ZIP: 30305
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
0001781976
Kirk Jason
C/O REPAY HOLDINGS CORPORATION,
3 WEST PACES FERRY ROAD, SUITE 200
ATLANTA,
GA
30305
0
1
0
0
Chief Technology Officer
Class V Common Stock
2019-07-11
4
A
0
1
A
1
D
Class A Common Stock
2019-07-11
4
A
0
128218
0
A
128218
D
Class A Common Stock
2019-07-11
4
A
0
128218
0
A
256436
D
Post-Merger Repay Units
2019-07-11
4
A
0
380551
A
Class A Common Stock
380551
380551
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.
Reflects a grant of restricted Class A Common Stock that vests as follows: (a) 25% shall vest on July 11, 2020, and (b) 2.08 1/3% shall vest on each monthly anniversary of the first vesting date.
Reflects a grant of restricted Class A Common Stock that vests as follows: (a) 50% shall vest if the Average Share Price (as defined below) is at least $12.50 per share, and (b) 100% shall vest if the Average Share Price is at least $14.00 per share. For these purposes, the "Average Share Price" shall be mean the volume weighted trading price of the Class A Common Stock over any 20 trading days within any consecutive 30 trading days.
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 123,290 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