REPAY Announces Consent Solicitation for Its Public Warrants

About this update from Repay Holdings Corporation

[{"type":"text","content":" ATLANTA--(BUSINESS WIRE)--\nRepay Holdings Corporation (NASDAQ: RPAY) (the “Company” or “REPAY”) announced today that it expects to solicit consents from holders of its outstanding public warrants (CUSIP No. 76029L 118) (the “Public Warrants” and together with private placement warrants, the “Warrants”) to approve amendments (the “Proposed Amendments”) to the existing warrant agreement, as previously amended, relating to the Warrants (the “Warrant Agreement”) for the purpose of curing certain ambiguities relating to a “cashless exercise” of the Warrants. The Proposed Amendments will clarify that, in connection with any “cashless exercise” of the Warrants, as the fair market value relates to one share of Class A Common Stock, the Warrant Price (as defined in the Warrant Agreement) also relates to one share of Class A Common Stock.\n\n\nAdoption of the Proposed Amendments will require the consent of the registered holders of at least 65% of all outstanding Public Warrants (such consent, the “Requisite Consents”). As of the Record Date (as defined below), 24,567,724 Public Warrants were outstanding. Consents may be validly revoked at any time prior to the Consent Date (as defined below) but not thereafter.\n\n\nThe Company anticipates that, promptly after receipt of the Requisite Consents, the Company and the warrant agent will execute a Second Amendment to Warrant Agreement with respect to the Warrants (the “Warrant Amendment” and such time, the “Consent Date”). Pursuant to the terms of the Warrant Agreement, the Proposed Amendments will become effective on the Consent Date and will bind every holder of Warrants.\n\n\nThe consent solicitation is expected to expire at 5:00 p.m., New York City time, on March 31, 2020 (such date and time, as the Company may extend from time to time, the “Expiration Date”). Only holders of record of the Public Warrants as of 5:00 p.m., New York City time, on March 12, 2020 (the “Record Date”), will be eligible to deliver consents to the Proposed Amendments in the consent solicitation.\n\n\nThe consent solicitation will be made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement (as it may be amended or supplemented from time to time, the “Consent Solicitation Statement”), and the accompanying Consent Form (together, the “Consent Solicitation Documents”), ...

More updates from Repay Holdings Corporation