Repay Holdings, LLC, a leading provider of vertically-integrated payment solutions, together with its parent, Hawk Parent Holdings, LLC, and Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG), a special purpose acquisition company, today announced that they have entered into a definitive merger agreement. Under the terms of the agreement, Thunder Bridge will acquire REPAY and the combined company will continue as a publicly-listed company with an implied enterprise value at closing of approximately $653 million, based on current assumptions.
Upon the close of the transaction, the Company intends to change its name to Repay Holdings Corporation and is expected to continue to trade on The Nasdaq Stock Market under a new ticker symbol. REPAY's management team, led by John Morris, Co-Founder and Chief Executive Officer, Shaler Alias, Co-Founder and President, and Tim Murphy, Chief Financial Officer, will continue to lead the Company. REPAY's existing majority equity holder, Corsair Capital, a leading private equity investor in the financial services industry, is expected to remain the Company's largest stockholder.
REPAY processed approximately $7 billion of payment volume in 2018 across diverse verticals, such as personal loans, automotive loans and receivables management. Management believes these verticals are underserved and accordingly provide significant growth opportunities over the next several years. The Company serves more than 3,000 clients via a proprietary, omni-channel payment platform that reduces complexity for merchants and enhances the consumer experience. In addition to highly-recurring revenue, REPAY has achieved strong Adjusted EBITDA growth over the last three years through market expansion, increased penetration of existing customers, new client wins and strategic acquisitions.
Gary Simanson, President and CEO of Thunder Bridge, said, "REPAY has achieved impressive growth while also delivering high levels of profitability in an exciting and underpenetrated area of the payments sector. John Morris and his team have developed a technology platform that is well-positioned with over 50 software integration partnerships to service customers with a footprint representing more than 11,000 locations across the country. We are looking forward to partnering with REPAY's management team and Corsair in the next stage of the Company's development."
"We are very excited to continue to execute on REPAY's growth plan as a public company and greatly appreciate Corsair's continued involvement and partnership," said John Morris, co-founder and CEO of REPAY. "We have developed a compelling tech-enabled value proposition that allows our merchants to expand the scope and depth of their services to meet the evolving needs of their customers. As a publicly-listed company, we will have access to capital to further support our acquisition strategy and invest in technology while continuing to develop software integration partners. We remain focused on delivering the highest levels of service to our merchants as we strengthen our leading position in the industry."
James Kirk, Managing Director of Corsair Capital, commented, "We are proud of all REPAY has achieved since Corsair's investment in 2016, and we look forward to continuing to support the Company's development of value-added payment solutions. With over $500 billion of total payment volume, including over $200 billion of debit payment volume, projected next year across REPAY's existing verticals and the ongoing evaluation of a pipeline of potential acquisition targets, we believe there are significant growth opportunities for the business in the future."
"The payments industry is one of the most dynamic segments of the financial services space, and REPAY has established itself as an integrated player and early-mover in an important and underserved sector of the market," added Jeremy Schein, Managing Director of Corsair Capital. "Given REPAY's growth and history of pioneering innovative payment solutions, we see compelling opportunities ahead and look forward to our continued partnership with the REPAY management team."
Transaction Summary
The transaction reflects an implied enterprise value at closing of $653 million, based on current assumptions. The cash component of the purchase price to be paid to the equity holders of REPAY is expected to be funded by Thunder Bridge's cash in trust and debt financing, for which a commitment has been obtained. The balance of the consideration payable to the existing REPAY equity holders will consist of equity interests of the surviving subsidiary which will be exchangeable into shares of common stock of the Company at the option of such equity holders. Existing REPAY equity holders have the potential to receive an earnout of additional equity interests of the surviving subsidiary if certain stock price targets are met as set forth in the definitive merger agreement. Corsair Capital and the REPAY management team will remain investors by rolling over significant equity into the combined company.
Pursuant to the merger agreement, Thunder Bridge will domesticate from a Cayman Islands exempted company to a Delaware corporation and a subsidiary of Thunder Bridge will merge with and into Hawk Parent Holdings, LLC, with Hawk Parent Holdings, LLC continuing as the surviving entity and a subsidiary of Thunder Bridge. The corporate name of Thunder Bridge will change to Repay Holdings Corporation.
The transactions have been unanimously approved by the boards of both REPAY and Thunder Bridge. Completion of the transactions is subject to approval by the stockholders of Thunder Bridge and certain other conditions. The transactions are expected to close in the second quarter of 2019.
Additional information about the business combination will be provided in a Current Report on Form 8-K that will contain an investor presentation to be filed with the Securities and Exchange Commission ("SEC") and available at www.sec.gov. In addition, Thunder Bridge intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus of Thunder Bridge, and will file other documents regarding the proposed transaction with the SEC.
AdvisorsMorgan Stanley, Cantor Fitzgerald, and CLSA acted as capital markets advisors and Ellenoff Grossman & Schole LLP acted as legal counsel to Thunder Bridge. Financial Technology Partners served as strategic and financial advisor, Credit Suisse as capital markets advisor, and Simpson Thacher & Bartlett LLP and Troutman Sanders as legal counsel to REPAY in this transaction.
About Thunder Bridge Acquisition Ltd.
Thunder Bridge Acquisition Ltd. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. In June 2018, Thunder Bridge consummated a $258 million initial public offering (the "IPO") of 25.8 million units (reflecting the underwriters' exercise of their over-allotment option in full), each unit consisting of one of the Company's Class A ordinary shares and one warrant, each warrant enabling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. Thunder Bridge's securities are quoted on the NASDAQ stock exchange under the ticker symbols TBRGU, TBRG, and TBRGW.
About REPAY
REPAY provides integrated payment processing solutions to verticals that have specific transaction processing needs. REPAY's proprietary, integrated payment technology platform reduces the complexity of electronic payments for merchants, while enhancing the overall experience for consumers.
About Corsair Capital
Corsair Capital, LLC, which includes a highly regarded global private equity platform, is a leading global investor in the financial services industry. Corsair Capital invests across a range of geographies and cycles, and in substantially all of the subsectors of the financial services industry, including payments, insurance, asset management, depository institutions, and specialty finance across North America and Western Europe.
