Repay Holdings Corp. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Repay Holdings Corporation (REPAY) on June 15, 2021. The filing announces the completion of the acquisition of BT Intermediate, LLC (the "Target"), which includes the operating subsidiary Electronic Payment Providers, LLC d/b/a BillingTree.
Key Financial Metrics and Transaction Details
The filing details the financial structure of the acquisition but does not provide standalone revenue, profit, or cash flow metrics for the company or the target in this specific document.
- Total Consideration: Approximately $503.25 million.
- Cash Component: Approximately $275 million.
- Equity Component: 10,051,302 shares of Class A common stock (Acquisition Shares).
- Share Valuation Basis: Average daily VWAP for the twelve-day trading period prior to the Merger Agreement execution.
- Dilution Impact: Acquisition Shares represent approximately 10% of the outstanding voting power of the Company's common stock post-closing.
Material Changes
The primary material change is the expansion of the Company's asset base through the acquisition of BillingTree. The Company expects to contribute the Target's subsidiaries to its indirect subsidiaries consistent with its existing operating structure. Additionally, the filing notes a Limited Consent, Waiver, and First Amendment to the Company's Amended and Restated Revolving Credit Agreement dated June 15, 2021, involving Truist Bank.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future performance, or specific risk factors beyond standard legal disclaimers. However, it notes the following contingencies and restrictions:
- Lock-up Provisions: The Seller is restricted from transferring the Acquisition Shares for a 180-day period following the closing.
- Future Filings: Required financial statements and pro forma financial information for the Target will be filed no later than 71 days after June 21, 2021.
- Regulatory Status: The issuance of Acquisition Shares was a private transaction exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
Investor Verification Checklist
- Verify the pro forma financial impact of the acquisition once filed (due within 71 days of June 21, 2021).
- Review the full text of the Merger Agreement (previously filed as Exhibit 2.1 on May 10, 2021) for detailed terms.
- Examine the "Limited Consent, Waiver and First Amendment" to the Revolving Credit Agreement (Exhibit 10.1) to understand changes to debt covenants or capacity.
- Confirm the final share count and voting power calculations post-closing.