Sec Form 13D Filing - Corsair Capital LLC filing for Repay Holdings Corp (RPAY) - 2020-09-14

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

 

Repay Holdings Corporation

(Name of Issuer)

 

Class A Common Stock

(Title of Class of Securities)

 

76029L100

(CUSIP Number)

 

Roxane Reardon, Esq.

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

(212) 455-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

September 9, 2020

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 76029L100

 

1	NAMES OF REPORTING PERSONS
	Corsair Capital LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,364,816
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,364,816
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,364,816
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

CUSIP No. 76029L100

 

1	NAMES OF REPORTING PERSONS
	CC Payment Holdings, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,364,816
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,364,816
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,364,816
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

CUSIP No. 76029L100

 

1	NAMES OF REPORTING PERSONS
	Corsair IV Management AIV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,364,816
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,364,816
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,364,816
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

CUSIP No. 76029L100

 

1	NAMES OF REPORTING PERSONS
	Corsair IV Payment Holdings Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,364,816
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,364,816
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,364,816
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

CUSIP No. 76029L100

 

1	NAMES OF REPORTING PERSONS
	Corsair IV Management L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,364,816
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,364,816
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,364,816
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

CUSIP No. 76029L100

 

1	NAMES OF REPORTING PERSONS
	Corsair IV Payment Holdings Investors, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,364,816
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,364,816
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,364,816
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

This Amendment No. 4 (“Amendment No. 4”) to Schedule 13D relates to the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of Repay Holdings Corporation, a Delaware corporation (the “Issuer”), and amends and supplements the initial statement on Schedule 13D filed on July 22, 2019, as amended by Amendment No. 1 to the Schedule 13D filed on October 4, 2019, as amended by Amendment No. 2 to the Schedule 13D filed on January 3, 2020, as amended by Amendment No. 3 filed on June 2, 2020 (as so amended, the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 4 shall have the same meanings ascribed to them in the Schedule 13D.

 

Item 4. Purpose of Transaction.

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

On September 9, 2020, the Issuer entered into a unit purchase agreement (the “Unit Purchase Agreement”) with CC Payment Holdings, L.L.C., pursuant to which the Issuer agreed to purchase from CC Payment Holdings, L.L.C. 13,000,000 Post-Merger Repay Units, plus an additional 1,364,816 units if the underwriter in the September 2020 Offering (as defined below) exercises in full its Overallotment Option (as defined below), at a purchase price of $23.425 per unit using the net proceeds received by it from the sale of Class A Common Stock in the September 2020 Offering. The Issuer’s purchase of 13,000,000 Post-Merger Repay Units described herein closed on September 14, 2020.

 

The Unit Purchase Agreement was entered into in connection with the Issuer entering into an underwriting agreement, dated as of September 9, 2020, pursuant to which the Issuer agreed to sell in an underwritten offering 13,000,000 shares of its Class A Common Stock, plus an additional 1,364,816 shares of Class A Common Stock if the underwriter exercises in full its Overallotment Option (the “September 2020 Offering”). The Issuer’s sale of 13,000,000 shares of Class A Common Stock described herein closed on September 14, 2020. The underwriter has a 30-day option (the “Overallotment Option”) to purchase up to an aggregate of 1,364,816 additional shares of Class A Common Stock solely for the purpose of covering over-allotments, if any, in connection with the September 2020 Offering.

 

The description of the September 2020 Purchase Agreement contained in this Item 4 is not intended to be complete and is qualified in its entirety by reference to such agreement, which is filed as an exhibit hereto and incorporated by reference herein.

 

Item 5. Interest in Securities of the Issuer

 

Items 5(a) and (b) of the Schedule 13D is hereby amended and restated as follows:

 

(a) and (b) The percentage of beneficial ownership in this Schedule 13D is based on an aggregate of: (a) 71,565,549 shares of Class A Common Stock outstanding as of September 14, 2020, as reported in the Issuer’s prospectus on Form 424B5 filed on September 11 2020, and (b) the 1,364,816 shares of Class A Common Stock underlying the Post-Merger Repay Units held by CC Payment Holdings, L.L.C.

 

The aggregate number and percentage of shares of Class A Common Stock beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.

 

As of the date hereof, CC Payment Holdings, L.L.C. directly holds 1,364,816 Post-Merger Repay Units. Pursuant to the terms of the Exchange Agreement (as defined below), Post-Merger Repay Units may be exchanged at the discretion of the holder for shares of Class A Common Stock on a one-for-one basis, or, at option of the Issuer, cash.

 

Corsair Capital LLC is the general partner of (a) Corsair IV Management AIV, L.P., which is the general part ner of Corsair IV Payment Holdings Partners, L.P. (which holds all of the limited liability company interests of CC Payment Holdings, L.L.C.), and (b) Corsair IV Management L.P., which is (i) the managing member of CC Payment Holdings, L.L.C., and (ii) the general partner of Corsair IV Payment Holdings Investors, L.P. (the majority limited partner of Corsair IV Payment Holdings Partners, L.P.). As such, each of the Corsair entities may be deemed to have beneficial ownership of the securities held by CC Payment Holdings, L.L.C.

 

 

Additionally, each of Jeremy Schein, an employee of Corsair Capital LLC or one of its affiliates, and Richard E. Thornburgh, a senior advisor of Corsair Capital LLC, are directors of the Issuer, and each received grants in an aggregate amount of 19,386 restricted stock units (12,445 of which have vested and 6,941 of which were granted on August 6, 2020). The restricted stock units granted on August 6, 2020 vest on the earlier of: (a) the one-year anniversary of the grant date, and (b) the next regularly scheduled annual meeting of the stockholders of the Issuer following the grant date. The shares subject to the units will be issued to each such director pursuant to the terms of the award agreement after such director ceases to be a director of the Issuer. Pursuant to applicable fund documents, a portion of the value of these securities or of any disposition of these securities will be applied against certain management fees payable to Corsair Capital LLC or one of its affiliates pursuant to such fund documents.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose and each of the Reporting Persons expressly disclaims beneficial ownership of such shares of Class A Common Stock.

 

Item 5(c) of the Schedule 13D is hereby amended and restated as follows:

 

(c) Except as set forth in this Schedule 13D, none of the Reporting Persons has effected any transactions in the Class A Common Stock during the past 60 days.

 

Item 5(e) of the Schedule 13D is hereby amended and restated as follows:

 

(e) As of September 14, 2020, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Class A Common Stock.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

 

The information provided or incorporated by reference in Item 4 of this Amendment No. 4 is hereby incorporated by reference herein.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

Exhibit H

Unit Purchase Agreement (incorporated by reference to Exhibit 1.2 to the Issuer’s Current Report on Form 8-K filed on September 14, 2020).

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: September 14, 2020 

  

	CORSAIR CAPITAL LLC
	By:	/s/ Ignacio Jayanti
	Name:	Ignacio Jayanti
	Title:	Managing Partner
	CC PAYMENT HOLDINGS, L.L.C.
	By:	Corsair IV Management L.P., its managing member
	By:	Corsair Capital LLC, its general partner
	By:	/s/ Ignacio Jayanti
	Name:	Ignacio Jayanti
	Title:	Managing Partner
	CORSAIR IV PAYMENT HOLDINGS PARTNERS, L.P.
	By:	Corsair IV Management AIV, L.P., its general partner
	By:	Corsair Capital LLC, its general partner
	By:	/s/ Ignacio Jayanti
	Name:	Ignacio Jayanti
	Title:	Managing Partner
	CORSAIR IV MANAGEMENT AIV, L.P.
	By:	Corsair Capital LLC, its general partner
	By:	/s/ Ignacio Jayanti
	Name:	Ignacio Jayanti
	Title:	Managing Partner
	CORSAIR IV MANAGEMENT L.P.
	By:	Corsair Capital LLC, its general partner
	By:	/s/ Ignacio Jayanti
	Name:	Ignacio Jayanti
	Title:	Managing Partner
	CORSAIR IV PAYMENT HOLDINGS INVESTORS, L.P.
	By:	Corsair IV Management L.P., its general partner
	By:	Corsair Capital LLC, its general partner
	By:	/s/ Ignacio Jayanti
	Name:	Ignacio Jayanti
	Title:	Managing Partner

 

 

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