Chicago, Jan. 13 – Repay Holdings Corp. sold an upsized offering of $400 million five-year convertible notes after the market close on Wednesday with a 0% coupon and an initial conversion premium of 40%, according to a press release.
Talk was for a $350 million offering and a coupon of 0% to 0.5% and an initial conversion premium of 30% to 35%, according to a market source.
Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Barclays and Truist Securities Inc. are bookrunners for the Rule 144A offering, which carries a greenshoe of $40 million.
The notes are non-callable until Feb. 5, 2024 and then subject to a 130% hurdle.
There is dividend and takeover protection.
The notes will be settled in cash, shares or a combination of both at the company’s option.
Concurrently, the company is pricing a secondary offering of $130 million of common stock.
Proceeds from the concurrent offerings will be used to repay the company’s term loans and for general corporate purposes, which may include the redemption, repurchase, or retirement of securities, including the company’s interest in Hawk Parent Holdings LLC and future acquisitions.
Repay is an Atlanta-based financial technology and payment processing company.
Abigail W. Adams contributed to this story.
| Issuer: | Repay Holdings Corp.
|
| Securities: | Convertible notes
|
| Amount: | $400 million
|
| Greenshoe: | $40 million
|
| Maturity: | Feb. 1, 2026
|
| Bookrunners: | Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., Barclays and Truist Securities Inc.
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 0%
|
| Conversion premium: | 40%
|
| Conversion price: | $33.60
|
| Conversion rate: | 29.7619
|
| Call options: | Non-callable until Feb. 5, 2024 then subject to 130% hurdle
|
| Pricing date: | Jan. 13
|
| Settlement date: | Jan. 19
|
| Distribution: | Rule 144A
|
| Talk: | Coupon of 0% to 0.5% and an initial conversion premium of 30% to 35%
|
| Stock symbol: | Nasdaq: RPAY
|
| Stock price: | $24 per share from concurrent public offering
|
| Market capitalization: | $2.02 billion
|
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