Item 1.01.Entry into a Material Definitive Agreement.
On December 29, 2021, Repay Holdings Corporation (the "Company") and certain of
its subsidiaries entered into a Second Amendment (the "Amendment") to Amended
and Restated Revolving Credit Agreement (the "Amended Credit Agreement"), dated
as of February 3, 2021, by and among the Company, certain subsidiaries of the
Company, financial institutions parties thereto as lenders, and Truist Bank, as
administrative agent. The Amendment amends the Amended Credit Agreement to
increase the capacity under the revolving credit facility and to make certain
clarifying amendments in connection with the Company's acquisition of the
business of Payix Incorporated ("Payix") and in connection with subsequent
permitted acquisitions.
Prior to the Amendment, the Amended Credit Agreement consisted of a $125.0
million senior secured revolving credit facility (the "Facility") in favor of
Hawk Parent Holdings LLC ("Hawk Parent"), which is a subsidiary of the
Company. The Amended Credit Agreement permitted Hawk Parent to increase the
principal amount of the Facility subject to certain restrictions and conditions.
The Amendment upsizes the Facility capacity to $185.0 million in favor of Hawk
Parent. The Facility is guaranteed by the Company and certain of its
subsidiaries. The Facility is secured by a first priority security interest in
substantially all tangible and intangible property of the Company and certain of
its subsidiaries.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, a copy of which is
filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 8.01.Regulation FD Disclosure.
On January 3, 2022, the Company issued a press release announcing the
acquisition of Payix for up to $115 million. The acquisition was financed with
cash on hand and available revolver capacity. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1* Second Amendment to Amended and Restated Revolving Credit Agreement,
dated December 29, 2021, by and among Repay Holdings Corporation, Hawk
Parent Holdings LLC, Truist Bank, as Administrative Agent, and the
other parties thereto
99.1* Press Release issued January 3, 2022 by Repay Holdings
Corporation.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Filed herewith
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