Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement to Acquire Ventanex
On February 10, 2020, Repay Holdings Corporation (“the Company”), through its indirect majority owned subsidiary Repay Holdings, LLC (together with the Company, “REPAY”), entered into a Securities Purchase Agreement, dated effective as of February 10, 2020 (as amended or supplemented from time to time, the “Purchase Agreement”), with the direct and indirect owners of CDT Technologies, LTD. d/b/a Ventanex (“Ventanex”), pursuant to which REPAY acquired all of the partnership and other ownership interests in Ventanex (the “Acquisition”). Under the terms of the Purchase Agreement, the aggregate consideration paid at closing by REPAY was approximately $36 million in cash. In addition to the closing consideration, the Purchase Agreement contains performance based earnouts based on future results of the acquired business for the12-month periods ending December 31, 2020 and 2021, which could result in additional payments by REPAY of up to $14 million in cash. The Purchase Agreement contains customary representations, warranties and covenants by REPAY and the direct and indirect owners of Ventanex, as well as a customary post-closing adjustment provision relating to working capital and similar items.
The foregoing description of the Purchase Agreement and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
The Purchase Agreement filed as an exhibit to this report is not intended to provide factual information or other disclosure except for the terms of the Purchase Agreement itself, and you should not rely on them for other than that purpose. In particular, any representations and warranties made by any party in the Purchase Agreement were made solely within the specific context of the Purchase Agreement and do not apply in any other context or at any time other than the date they were made.
The Company will file any financial statements and pro forma financial information required to be filed for Ventanex not later thanseventy-one days after February 10, 2020.
First Amendment to Revolving Credit and Term Loan Agreement
On February 10, 2020 (the “Amendment Date”), Hawk Parent Holdings LLC, a subsidiary of the Company, as the borrower (the “Borrower”), and certain other indirect subsidiaries of the Company, as guarantors, entered into a First Amendment (the “Amendment”) to its existing Revolving Credit and Term Loan Agreement dated as July 11, 2019 (as amended, restated, supplemented and/or modified prior to the date hereof and from time to time, the “Credit Agreement”) by and among the Borrower and such other subsidiaries of the Company, the banks and other financial institutions and lenders party thereto, and Truist Bank, as successor by merger to SunTrust Bank, as administrative agent. The Amendment provides for (a) an incremental term loan (the “Incremental Facility”) in an aggregate amount of $46 million which will be used to fund a portion of the consideration paid at closing in connection with the Acquisition, to repay existing revolving loans and to pay fees, costs and expenses arising in connection with any of the foregoing, (b) a delayed draw term loan facility (the “First Amendment DDTL Facility”) in an aggregate amount of up to $60 million, which may be used to finance future acquisitions permitted under the Credit Agreement and to fundearn-out obligations incurred in connection with acquisitions permitted under the Credit Agreement, and (c) an increase in the amount of revolving loans available under the Credit Agreement from $20 million to $30 million. Commencingthirty-one (31) days after the Amendment Date, the Borrower will be required to pay a commitment fee at the rate of 0.50% per annum on the daily amount of the unused First Amendment DDTL Facility. The First Amendment DDTL Facility has an availability period of nine months from the Amendment Date and is subject to the satisfaction of certain conditions set forth in the Credit Agreement. The interest rates applicable to the Incremental Facility and the First Amendment DDTL Facility will be the same as those applicable to existing term loans under the Credit Agreement. The scheduled maturity date for all loans under the Credit Agreement will
