UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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
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Exhibit No. |
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Description |
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99.1* |
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Press Release issued November 3, 2020 by Repay Holdings Corporation. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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Filed herewith |
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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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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.
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Repay Holdings Corporation |
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Dated: November 4, 2020 |
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/s/ Tyler B. Dempsey |
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Tyler B. Dempsey |
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General Counsel |
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