REPAY To Acquire CPAS Payment Services

10/27/20

ATLANTA--(BUSINESS WIRE)--Repay Holdings Corporation (NASDAQ: RPAY), a leading provider of vertically-integrated payment solutions, today announced it has signed a definitive agreement to acquire CPS Payment Services for up to $93 million, of which $78 million will be paid at closing. The acquisition will be financed with cash on hand. The transaction is expected to close in the fourth quarter of 2020, subject to certain customary closing conditions.

CPS, founded in 2011 and headquartered in Atlanta, GA, is a B2B payments and accounts payable (“AP”) automation technology provider that facilitates the issuance, execution, and reconciliation of virtual card, enhanced ACH, ACH, and check payments through an integrated software platform. CPS’s offering is highlighted by its proprietary AP automation software, the CPS Payment Portal, which provides purpose-built, highly configurable workflow management and automation across the entire B2B payments lifecycle from ERP integration to payment execution and reconciliation. CPS has developed a proprietary database of over 20,000 virtual card and enhanced ACH accepting suppliers and serves an expanding base of over 160 enterprise clients across various sectors, with deepest representation in healthcare, education, government, media, and hospitality.

“There continues to be increased demand for comprehensive, technology-first B2B automation and payment solutions, as enterprise customers look to reduce costs and operate more efficiently in an increasingly digital environment. With their expanding sales channels, proprietary payment portal, integration capabilities and growing client base, CPS will substantially enhance REPAY’s comprehensive B2B offering. This acquisition will bring us the opportunity to introduce REPAY’s solutions to new verticals, including education, government, and media sectors,” said John Morris, CEO of REPAY. “We are looking forward to welcoming the CPS team into the REPAY family and pursuing some amazing growth opportunities ahead.”

“We are excited to work with such a proven industry leader to capitalize on the growing demand for AP automation solutions. The rapid growth of our business combined with REPAY’s extensive resources, expanding suite of solutions, and proven success in scaling operations puts us in a great position to establish a true industry powerhouse in B2B payments. We are looking forward to working together to offer a more robust solution for our existing and future clients,” said Wade Eckman, President and CEO of CPS.

Transaction Details

  • REPAY will acquire CPS for up to $93 million
    • $78 million will be paid in cash at closing
    • Up to $15 million may become payable through two separate earnouts, which are dependent upon CPS’s performance over various periods through December 31, 2022
  • The acquisition will be financed with cash on hand
  • Net leverage is expected to approximate 2.2x1 on a post-transaction basis
  • In 2020, CPS is expected to generate net revenue of over $10 million, with gross and adjusted EBITDA margins of approximately 70% and 40%2, respectively

Strategic Rationale

  • Immediate Scale and Diversification
    • CPS serves 160+ enterprise clients across multiple attractive end-markets with strong gross and net volume retention
    • CPS’s solutions are integrated with over 25 ERP and accounting software platforms
    • The acquisition will bring REPAY into new verticals, including education, government, and media, and enhances REPAY’s existing healthcare B2B business
    • The acquisition is expected to increase REPAY’s total B2B payment volume to over $4 billion and expand REPAY’s virtual card and enhanced ACH accepting supplier network to over 50,000
  • Enhances B2B Offering
    • This acquisition will strengthen REPAY’s existing AP automation business
    • CPS automates the dynamic issuance, execution, and reconciliation of supplier payables through its highly configurable and integrated technology platform, ongoing supplier enablement efforts, and best-in-class client services
    • CPS’s Payment Portal provides an end-to-end AP payments disbursement system that enables ERP / accounting system integration and workflow automation across the entire B2B payments lifecycle
    • CPS has the opportunity to unlock significant growth potential by cross-selling its new TotalPay solution to capture greater wallet share across its existing base
      • With the roll-out of TotalPay, CPS will be able to manage check and ACH payments across its entire client base, and have the opportunity to convert additional spend into fee-based electronic payments (enhanced ACH or virtual card)
    • There is a significant opportunity to accelerate future growth with CPS through the continued roll-out of its TotalPay solution and by harvesting recently signed referral partnerships and financial institution relationships
  • Sizeable and Growing Addressable Market
    • CPS’s existing healthcare, education, government, media, and hospitality ERP integrations present CPS with an estimated payment volume opportunity of $880 billion
    • CPS, as well as REPAY’s existing B2B business, has experienced favorable trends as a result of the COVID-19 pandemic, which has accelerated a broader paper-to-digital transition within B2B automation and payments
    • The acquisition is anticipated to further advance REPAY’s position in the $25 trillion U.S. B2B payments market

Advisors

William Blair acted as exclusive financial advisor and Alston & Bird served as legal counsel to CPS in connection with the transaction. Troutman Pepper served as legal counsel to REPAY in connection with transaction.

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 and businesses.

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