UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 09, 2023 |
REPAY HOLDINGS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-38531 | 98-1496050 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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3 West Paces Ferry Road Suite 200 | |
Atlanta, Georgia | | 30305 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 404 504-7472 |
(Former Name or Former Address, if Changed Since Last Report)
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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Class A common stock, par value $0.0001 per share | | RPAY | | The Nasdaq Global Market |
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 1.01 Entry into a Material Definitive Agreement.
On February 9, 2023, Repay Holdings Corporation (the “Company”) and certain of its subsidiaries entered into a Third Amendment (the “Amendment”) to the 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 replace the interest rate benchmark, from London Interbank Offered Rate (“LIBOR”) to Secured Overnight Financing Rate (“SOFR”) and other ministerial changes. Other than the foregoing, the material terms of the Credit Agreement remain unchanged.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | |
Exhibit No. | | Description |
10.1* | | Third Amendment to Amended and Restated Revolving Credit Agreement, dated February 9, 2023, by and among Repay Holdings Corporation, Hawk Parent Holdings, LLC, Truist Bank, as Administrative Agent, and the other parties thereto. |
104 | | Cover page (formatted in Inline XBRL) |
* Filed herewith
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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Date: | February 10, 2023 | By: | /s/ Tyler B. Dempsey |
| | | Tyler B. Dempsey
General Counsel and Corporate Secretary |
