| Business Combination | Note 8 - Business Combination On January 21, 2019,
the Company, entered into an Agreement and Plan of Merger (as amended, including by the First Amendment to Agreement and Plan of
Merger, dated as of February 11, 2019, the Second Amendment to Agreement and Plan of Merger, dated as of May 9, 2019, and the Third
Amendment to Agreement and Plan of Merger, dated as of June 19, 2019, each such amendment effective as of January 21, 2019, the
"Merger Agreement") with TB Acquisition Merger Sub LLC, a Delaware limited liability company and wholly-owned subsidiary
of the Company ("Merger Sub"), Hawk Parent Holdings, LLC, a Delaware limited liability company ("Repay"),
and CC Payment Holdings, L.L.C., solely in its capacity as the securityholder representative thereunder (the "Repay Securityholder
Representative"). Pursuant to the Merger Agreement, (i) the Company will domesticate from a Cayman Islands exempted company
to a Delaware corporation (the "Domestication") and (ii) Merger Sub will merge with and into Repay with Repay continuing
as the surviving entity and a subsidiary of the Company (the "Merger" and together with the Domestication and the other
transactions contemplated by the Merger Agreement, the "Transactions"). In connection with the Transactions, the Company's
corporate name will change to "Repay Holdings Corporation." As a result of the
Transactions, each issued and outstanding Class A ordinary share and Class B ordinary share of the Company will convert into a
share of Class A common stock of the Company, and each issued and outstanding warrant to purchase Class A ordinary shares of the
Company will be exercisable by its terms to purchase an equal number of shares of Class A common stock of the Company. Each share
of Company Class A common stock will provide the holder with the rights to vote, receive dividends, and share in distributions
in connection with a liquidation and other shareholders rights with respect to the Company. The merger consideration
(the "Merger Consideration") to be paid to holders of the limited liability company interests of Repay pursuant to
the Merger Agreement will be an amount equal to $580,650,000, subject to adjustment, paid in a mix of cash and units representing
limited liability company interests of Repay as the surviving company following the Merger ("Post-Merger Repay Units"),
each of which will be exchangeable on a one-for-one basis for shares of Class A common stock of the Company. The Merger Consideration
of $580,650,000 will be reduced (or increased if such amount is negative) by an amount equal to the sum of certain Closing Adjustment
Items (as defined in the Merger Agreement) and may be increased by any amounts remaining of the following, which will be deducted
from the Merger Consideration and escrowed or otherwise set aside under the Merger Agreement: (a) the Escrow Units referred to
under "Escrow Units; Purchase Price Adjustment" below, (b) $2,000,000 in cash to be held by the Repay Securityholder
Representative to pay its costs and expenses, and (c) $150,000 in cash to be held in escrow to cover certain specified indemnity
matters under the Merger Agreement. In addition, the Repay
equity holders will have the contingent right to receive up to an additional 7,500,000 Post-Merger Repay Units (the "Earn
Out Units) 50% of which may be earned if within the twelve month anniversary of the closing, the volume weighted average price
of the Class A common stock is greater than or equal to $12.50 over any 20 trading days within any 30 trading day period and 100%
of which may be earned if within the twenty-four month anniversary of the closing, the volume weighted average price of the Class
A common stock is greater than or equal to $14.00 over any 20 trading days within any 30 trading day period (and subject to early
release in connection with a sale of the Company after the closing where the price in the sale if more than $10.00 per share). In connection with
the Merger Agreement, the Sponsor has agreed to forfeit 2,335,000 of its Founder Shares and any of its remaining Private Placement
Warrants after transferring its warrants to PIPE Investors who entered into Lock-Up Agreement (as described below) and to escrow
2,965,000 of its Founder Shares. Fifty percent of the escrowed Sponsor shares will be released from escrow if at any time prior
to the seventh anniversary of the closing, the closing price of shares of Class A common stock is greater than or equal to $11.50
for 20 trading days over a 30 trading day period, and 100% of the escrowed Sponsor shares will be released from escrow if at any
time prior to the seventh anniversary of the closing the closing price of shares of Class A common stock is greater than or equal
to $12.50 for 20 trading days over a 30 trading day period, or subject to certain triggers related to de-listing or a change of
control of the Company. The Merger Agreement
also requires the establishment of a new management incentive plan and allocates a number of shares to such plan equal to 10% of
the issued and outstanding shares of the Company after the closing, treating for such purposes (i) the Post-Merger Repay Units
as if they had been converted into Company common stock, (ii) the Earn Out Units as if they had been issued and converted into
Company common stock, and (iii) the number of shares reserved under the incentive plan as if they were issued and outstanding. Pursuant to the Merger
Agreement and subject to certain conditions set forth thereunder, either the Company or Repay can terminate the Merger Agreement
if the Closing has not occurred on or prior to July 31, 2019. On January 21, 2019,
SunTrust Bank and SunTrust Robinson Humphrey, Inc. ("SunTrust") provided a commitment letter to Merger Sub (the " Debt
Commitment Letter In conjunction with
its contingent forward purchase contract as described in Note 6, a member of the Sponsor granted its consent to the Merger Agreement.
However, in order to facilitate the arrangement of the SunTrust debt financing, the member of the Sponsor waived its right to provide
equity financing for the proposed transaction. On May 9, 2019, the
parties to the Merger Agreement entered into the Second Amendment to the Merger Agreement (the " Second Amendment
● require as a condition to the closing of the Transactions
(the " Closing
● reduce the Base Merger Consideration (as defined in the Merger Agreement) from $600,000,000 to $580,650,000;
● reduce the Required Cash Consideration Amount (as defined in the Merger Agreement) by $30,000,000;
● reduce the Cash Consideration payable to the Company Equity Holders (as defined in the Merger Agreement) by the amount of cash required to be paid to holders of Warrants pursuant to the Warrant Amendment;
● provide for the retention by the consolidated post-Closing company of up to $50,000,000 to the extent there are cash proceeds in excess of the cash amounts required to be paid in connection with the Closing (in addition to the $10 million in cash reserves already provided for in the Merger Agreement) (the " Company Balance Sheet Allocation
● remove the $300,000,000 cap on Cash Consideration payable to the Company Equity Holders;
● provide that Richard Thornburgh will serve on the board of directors of the surviving corporation in lieu of James Kirk;
● eliminate certain escrow and other provisions of the Merger Agreement relating to contingent obligations of Repay that have been eliminated or satisfied;
● add additional covenants regarding any Additional Equity Financing (as defined in the Merger Agreement) that is obtained, including the PIPE Investment (as defined below);
● add additional covenants regarding the Warrant Amendment (including the related Warrantholder Meeting (as defined below)) referred to below; and
● exclude the Sponsor and the PIPE Investors (as defined below) from Repay's Closing condition under the Merger Agreement relating to the 9.9% and 25% Thunder Bridge share ownership limitations upon the Closing. In the Second Amendment,
the parties also approved and consented to the Sponsor Letter Amendment (as defined below) and the PIPE Investment with the PIPE
Investors specified therein. On June 19, 2019, the
parties to the Merger Agreement entered into the Third Amendment to the Merger Agreement (the " Third Amendment In addition, Repay consented to the Amendment (as defined below). In connection with the
execution of the Third Amendment, the parties to Debt Commitment Letter agreed to amend the Debt Commitment Letter (the " Debt
Commitment Letter Amendment PIPE Financing On May 9, 2019, Thunder
Bridge entered into subscription agreements (each, a " Subscription Agreement PIPE Investors PIPE Investment Thunder Bridge has
agreed in the Subscription Agreements to file a registration statement covering the shares purchased by the PIPE Investors within
15 business days after the closing of the PIPE Investment and to use commercially reasonable efforts to keep the registration statement
effective until the earlier of two years following the closing of the PIPE Investment and the first day on which the PIPE Investors
can sell all of their shares under Rule 144 without manner of sale or volume restrictions. The foregoing obligations are subject
to delay or suspension by Thunder Bridge for customary limited periods. In connection with
the PIPE Investment, on May 9, 2019, certain PIPE Investors entered into a letter agreement by and among Thunder Bridge, the Sponsor
and the PIPE Investors named therein (the " Lock-up Agreement Amended Sponsor
Letter In connection with
the execution of the Second Amendment and the PIPE Investment, the parties amended the letter agreement, dated as of January 21,
2019 (the " Sponsor Earnout Letter Sponsor
Letter Amendment Pursuant to the Amended
Sponsor Letter, among other things:
● the Sponsor has agreed to deliver for cancellation at the Closing an additional 1,935,000 of its Class B ordinary shares of Thunder Bridge, for a total of 2,335,000 Class B ordinary shares to be so cancelled;
● the number of Class B ordinary shares to be deposited into escrow by the Sponsor at the Closing and subject to vesting has been reduced by 935,000, to a total of 2,965,000 Class B ordinary shares;
● the Sponsor has agreed to transfer certain of its Private Warrants (as defined below) to the PIPE Investors pursuant to the Lock-up Agreement referred to below, and to deliver to Thunder Bridge for cancellation any of its remaining Private Warrants after giving effect to such transfer;
● the Sponsor has waived any rights that it might otherwise have with respect to its Private Warrants to the Warrant Cash Payment (as defined below);
● the Parent Expense Cap (as defined in the Amended Sponsor Letter) has been increased from $20,000,000 to $21,750,000, and certain expenses relating to the Debt Financing (as defined in the Merger Agreement) were excluded from the expenses subject to the Parent Expense Cap; and
● the number of Class B ordinary shares that the Sponsor may transfer prior to the Closing without Repay's consent to third parties who provide any equity or debt financing for the Transactions has been reduced from 2,150,000 to 1,462,335. The Warrant
Amendment In connection with,
and as a condition to the consummation of, the proposed Transactions, Thunder Bridge is proposing to enter into an amendment (the
" Warrant Amendment Warrant Agreement Warrant Agent
● each of the warrants (the " Warrants Public Warrants Private Warrants
● each holder of the Warrants will receive, for each such Warrant (in exchange for the reduction in the number of shares for which such Warrants are exercisable), $1.50 in cash (the " Warrant Cash Payment
● the Private Warrants will be redeemable and exercisable on the same basis as the Public Warrants. The holders of the
Private Warrants have waived their rights to receive the Warrant Cash Payment. In connection with
the Transactions, the Warrants will be converted automatically in the Domestication into the right to acquire the number of shares
of common stock of Repay Holdings Corporation (Thunder Bridge, as renamed following the Domestication) as would have been issuable
if the holder of such Warrants had exercised the Warrants immediately prior to the Domestication (in each case, after giving effect
to the Warrant Amendment). The Warrant Amendment
requires the approval of holders of at least 65% of the outstanding Public Warrants to become effective. Thunder Bridge will call
a meeting (the " Warrantholder Meeting Warrantholders Cantor Forfeiture
Agreement In connection with
the PIPE Investment, on May 9, 2019, Cantor Fitzgerald & Co. (" Cantor Extraordinary
General Meeting of Shareholders and Special Meeting of Public Warrant Holders On June 20, 2019,
the Company announced that it has set July 10, 2019 as the meeting date for the extraordinary general meeting of shareholders
(the "Shareholders Meeting") and the special meeting of holders of its public warrants (the "Warrant Holders
Meeting") relating to the previously announced Transactions. At the Shareholders Meeting,
Thunder Bridge's shareholders will be asked to approve and adopt the Merger Agreement, as amended, and such other proposals
as disclosed in the proxy statement/prospectus relating to the Transactions. At the holders
of Thunder Bridge's public warrants will be asked to approve and adopt the previously announced proposal to amend certain
terms of the warrants. If the proposals at the Shareholders Meeting and the Warrant Holders Meeting are approved, Thunder Bridge
anticipates closing the Business Combination shortly thereafter, subject to the satisfaction or waiver (as applicable) of all
other closing conditions. |
