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REPAY Announces Pricing of Upsized Convertible Notes Offering
ATLANTA--(BUSINESS WIRE)-- Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”) announced today the pricing of its $400.0 million aggregate
About this update from Repay Holdings Corporation
[{"type":"text","content":" ATLANTA--(BUSINESS WIRE)--\nRepay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”) announced today the pricing of its $400.0 million aggregate principal amount of 0.00% convertible senior notes due 2026 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The size of the offering was increased from the previously announced $350.0 million in aggregate principal amount. REPAY also granted the initial purchasers of the Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Notes are first issued, up to an additional $40.0 million aggregate principal amount of the Notes. The sale of the Notes is expected to close on January 19, 2021, subject to customary closing conditions.\n\nThe Notes will be senior, unsecured obligations of REPAY, will not bear regular interest and will mature on February 1, 2026, unless earlier repurchased, redeemed or converted. Before November 3, 2025, noteholders will have the right to convert their Notes only in certain circumstances and during specified periods. The Notes have an initial conversion rate of 29.7619 shares of REPAY’s Class A common stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $33.60 per share of REPAY’s Class A common stock), representing an initial conversion premium of approximately 40.0% above the public offering price of $24.00 per share in REPAY’s concurrent underwritten public offering of Class A common stock. The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest. Upon conversion, REPAY will pay or deliver, as the case may be, cash, shares of its Class A common stock or a combination of cash and shares of its Class A common stock, at its election.\n\nThe Notes will be redeemable, in whole or in part, for cash at REPAY’s option at any time, and from time to time, on or after February 5, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, if the last reported sale price per share of REPAY’s Class A common stock exceeds 130% of the conve...