ATLANTA and GREAT FALLS, Va., Jan.
22, 2019 /PRNewswire/ -- Repay Holdings, LLC, a leading
provider of vertically-integrated payment solutions, together with
its parent, Hawk Parent Holdings, LLC (together, "REPAY"), and
Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG) ("Thunder Bridge"),
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 (the "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.
Advisors
Morgan 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.
Investor Call and Webcast Details
Investors may listen
to a conference call regarding the proposed transaction at
10:00 AM EST today, January 22, 2019. The call may be accessed by
dialing (866) 547-1509 toll-free in the U.S. or (920) 663-6208
internationally and participants should provide Conference ID
number 2463704.
A webcast of the call, along with the investor presentation, can
be accessed at:
https://event.on24.com/wcc/r/1921454-1/571C6A1A13AF2967EE4E121BE4A317A9
The call will be available for replay at 2:45 PM EST today until midnight on January 30, 2019 by dialing (800) 585-8367
toll-free in the U.S. or (404) 537-3406 internationally.
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.
FORWARD-LOOKING STATEMENTS
This communication
contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements
include, but are not limited to, statements about future financial
and operating results, our plans, objectives, expectations and
intentions with respect to future operations, products and
services; and other statements identified by words such as "will
likely result," "are expected to," "will continue," "is
anticipated," "estimated," "believe," "intend," "plan,"
"projection," "outlook" or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding REPAY's industry and market sizes, future
opportunities for REPAY and the Company, REPAY's estimated future
results and the proposed business combination between Thunder
Bridge and REPAY, including the implied enterprise value, the
expected transaction and ownership structure and the likelihood and
ability of the parties to successfully consummate the proposed
transaction. Such forward-looking statements are based upon the
current beliefs and expectations of our management and are
inherently subject to significant business, economic and
competitive uncertainties and contingencies, many of which are
difficult to predict and generally beyond our control. Actual
results and the timing of events may differ materially from the
results anticipated in these forward-looking statements.
In addition to factors previously disclosed in Thunder Bridge's
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: inability to meet the closing
conditions to the business combination, including the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive agreement; the inability to
complete the transactions contemplated by the definitive agreement
due to the failure to obtain approval of Thunder Bridge's
shareholders, the inability to consummate the contemplated debt
financing, the failure to achieve the minimum amount of cash
available following any redemptions by Thunder Bridge shareholders
or the failure to meet The Nasdaq Stock Market's listing standards
in connection with the consummation of the contemplated
transactions; costs related to the transactions contemplated by the
definitive agreement; a delay or failure to realize the expected
benefits from the proposed transaction; risks related to disruption
of management time from ongoing business operations due to the
proposed transaction; changes in the payment processing market in
which REPAY competes, including with respect to its competitive
landscape, technology evolution or regulatory changes; changes in
the vertical markets that REPAY targets; risks relating to REPAY's
relationships within the payment ecosystem; risk that REPAY may not
be able to execute its growth strategies, including identifying and
executing acquisitions; risks relating to data security; and risk
that REPAY may not be able to develop and maintain effective
internal controls.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no
assurance that the data contained herein is reflective of future
performance to any degree. You are cautioned not to place
undue reliance on forward-looking statements as a predictor of
future performance as projected financial information and other
information are based on estimates and assumptions that are
inherently subject to various significant risks, uncertainties and
other factors, many of which are beyond our control. All
information set forth herein speaks only as of the date hereof in
the case of information about Thunder Bridge and REPAY or the date
of such information in the case of information from persons other
than Thunder Bridge or REPAY, and we disclaim any intention or
obligation to update any forward looking statements as a result of
developments occurring after the date of this communication.
Forecasts and estimates regarding REPAY's industry and end markets
are based on sources we believe to be reliable, however there can
be no assurance these forecasts and estimates will prove accurate
in whole or in part. Annualized, pro forma, projected and
estimated numbers are used for illustrative purpose only, are not
forecasts and may not reflect actual results.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
For
additional information on the proposed transaction, see Thunder
Bridge's Current Report on Form 8-K, which will be filed
concurrently. In connection with the proposed transaction,
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. This communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval.
Before making any voting or investment decision, investors and
stockholders of Thunder Bridge are urged to carefully read the
entire registration statement and proxy statement/prospectus, when
they become available, and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these
documents, because they will contain important information about
the proposed transaction. The documents filed by Thunder
Bridge with the SEC may be obtained free of charge at the SEC's
website at www.sec.gov, or by directing a request to Thunder Bridge
Acquisition, Ltd., 9912 Georgetown Pike, Suite D203, Great Falls, Virginia 22066, Attention:
Secretary, (202) 431-0507
PARTICIPANTS IN THE SOLICITATION
Thunder Bridge and
REPAY and certain of their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of Thunder Bridge in favor of the
approval of the business combination. Information regarding
the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the stockholders of Thunder
Bridge in connection with the proposed business combination will be
set forth in the registration statement on Form S-4 that includes a
proxy statement/prospectus, when it becomes available. Information
regarding Thunder Bridge's directors and executive officers are set
forth in Thunder Bridge's Registration Statement on Form S-1,
including amendments thereto, and other reports which are filed
with the SEC. Free copies of these documents may be obtained
as described in the preceding paragraph.
NON-GAAP FINANCIAL MEASURES
REPAY uses certain
non-GAAP financial measures such as Adjusted EBITDA to evaluate its
business, measure its performance and make strategic decisions.
Adjusted EBITDA is a non-GAAP financial measure that represents net
income prior to interest expense and depreciation and amortization,
as adjusted to add back certain non-cash charges and account for
non-recurring items, such as other expenses, non-cash gain from the
change in fair value of contingent consideration, transaction
expenses, share-based compensation charges, and other charges.
Adjusted EBITDA should not be considered as substitutes for
financial measures calculated in accordance with GAAP but instead
considered alongside such measures calculated in accordance with
GAAP. Other companies in the industry may calculate it differently
from how REPAY calculates it, reducing its overall usefulness. This
communication does not provide a reconciliation of any
forward-looking, estimated non-GAAP financial measure to the most
directly comparable GAAP financial measure because calculating the
components would involve numerous estimates and judgments that are
unduly burdensome to prepare and may imply a degree of precision
that would be confusing or potentially misleading to investors.
CONTACTS
REPAY/Corsair Capital
Sard Verbinnen & Co
David Millar / Danya Al-Qattan, 212-687-8080
Thunder Bridge Ltd.
Gary A. Simanson, 202-431-0507
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SOURCE Repay Holdings, LLC