Repay Holdings Corp. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K, dated June 2, 2020, reports on events occurring on May 28, 2020. Repay Holdings Corporation (NYSE: RPAY) completed an underwritten public offering of its Class A common stock. The company is an emerging growth company incorporated in Delaware.
Key Financial Metrics and Transaction Details
- Shares Issued: 9,200,000 shares of Class A common stock (including 1,200,000 shares from the full exercise of the underwriters' option).
- Offering Price: $20.00 per share to the public; $19.00 per share net of underwriting discounts and commissions.
- Net Proceeds: Approximately $174.0 million (net of underwriting discounts, commissions, and estimated offering expenses).
- Concurrent Acquisition: The Company acquired 5,200,000 units of Hawk Parent Holdings LLC from Corsair Capital LLC affiliates at $19.00 per unit.
Material Changes and Use of Proceeds
The primary material change is the significant increase in equity capital and cash liquidity resulting from the offering. The net proceeds are allocated as follows:
- General Corporate Purposes: Proceeds from 4,000,000 shares will be used for future acquisitions, satisfaction of earnout obligations from prior acquisitions, and working capital.
- Acquisition Funding: Proceeds from 5,200,000 shares were used to acquire outstanding Post-Merger Repay Units owned by Corsair for cash.
Outlook, Risks, and Management Commentary
The filing indicates the Company's intent to utilize the raised capital for strategic growth and operational liquidity. The underwriters (Morgan Stanley, Credit Suisse, and Barclays) and their affiliates are noted as full-service financial institutions that may engage in various activities with the Company in the ordinary course of business. The filing incorporates the Underwriting Agreement and Unit Purchase Agreement by reference for full terms, representations, and indemnification obligations.
Key Facts for Investor Verification
- Verify the exact amount of net proceeds received ($174.0 million) against the final closing statement.
- Confirm the full exercise of the underwriters' option to purchase the additional 1,200,000 shares.
- Review the attached Unit Purchase Agreement (Exhibit 1.2) for specific terms regarding the acquisition of Corsair's units.
- Monitor future filings for the specific allocation of funds designated for "general corporate purposes" and "earnout obligations."