Business Context and Reporting Period
Repay Holdings Corp (REPAY) filed a Current Report on Form 8-K dated June 1, 2026. The filing reports the completion of a material acquisition and the entry into a new material definitive credit agreement to finance the transaction and refinance existing debt.
Key Financial Metrics and Transaction Details
- Acquisition: Completed the acquisition of KUBRA Holdings, Inc. and KUBRA Data Transfer Ltd. for an aggregate cash purchase price of approximately $372 million, subject to customary post-closing adjustments.
- New Debt Facility: Entered into a Credit Agreement with Truist Bank as administrative agent comprising:
- Term Loan Facility: $500.0 million senior secured first lien term loan.
- Revolving Credit Facility: $100.0 million senior secured first lien revolving credit facility (includes $15.0 million letter of credit sublimit and $15.0 million swingline subfacility).
- Interest Rates:
- Term Loan: Term SOFR + 5.5% or Base Rate + 4.5%.
- Revolving Credit: Term SOFR + 4.25% or Base Rate + 3.25% (subject to adjustments).
- Maturity Dates:
- Term Loan: Seventh anniversary of Closing Date (June 2033) or 91 days prior to the maturity of the Company's 2.875% Convertible Senior Notes due 2029.
- Revolving Credit: Fifth anniversary of Closing Date (June 2031) or 182 days prior to the maturity of the Convertible Senior Notes due 2029.
- Covenants: Includes a maximum total net leverage ratio covenant of 6.10 to 1.00.
- Use of Proceeds: Term Loan proceeds and cash on hand were used to fund the KUBRA acquisition, refinance the existing credit agreement in full, repay KUBRA indebtedness, and pay related fees.
Material Changes Versus Prior Period
- Debt Restructuring: The Company terminated its Second Amended and Restated Revolving Credit Agreement (dated July 10, 2024) and repaid all outstanding obligations in full using proceeds from the new Term Loan Facility and cash on hand.
- Balance Sheet Impact: The Company's debt profile has shifted from the previous revolving facility to a larger, fixed-term senior secured structure with a higher aggregate principal amount ($600 million total capacity vs. the prior facility).
- Asset Base: KUBRA is now an indirect wholly-owned subsidiary of Repay Holdings Corp.
Guidance, Outlook, and Risks
- Financial Statements: The filing does not contain current revenue, profit, or cash flow metrics for the combined entity. Financial statements for KUBRA and pro forma financial information will be filed within 71 calendar days of this report.
- Liquidity: The Revolving Credit Facility is designated for working capital needs, permitted acquisitions, capital expenditures, and general corporate purposes.
- Risks and Contingencies:
- The new debt is secured by a security interest in substantially all assets of the Borrower and guarantors.
- The Credit Agreement contains restrictive covenants regarding the incurrence of additional debt, liens, investments, mergers, and dispositions.
- Dividend and distribution payments are restricted under the new agreement.
Investor Verification Checklist
- Verify the final purchase price of KUBRA after customary post-closing adjustments.
- Review the upcoming pro forma financial information (due within 71 days) to assess the impact of the acquisition and new debt on leverage and liquidity.
- Confirm the specific terms of the "adequate liquidity" exceptions regarding the maturity dates tied to the 2029 Convertible Senior Notes.
- Monitor compliance with the new 6.10:1.00 maximum total net leverage ratio covenant.
- Examine the detailed terms of the Credit Agreement (Exhibit 10.1) for specific definitions of "permitted acquisitions" and restrictions on cash usage.