ATLANTA, April 25, 2019 — Repay Holdings, LLC, a leading provider of vertically-integrated payment solutions, together with its parent, Hawk Parent Holdings LLC (together, “REPAY”), announced today expansion of its integrated payment processing services into Canada. REPAY will now offer its suite of payment processing solutions to the Canadian personal loans and automotive loans markets. REPAY’s expansion into Canada allows Canadian lenders and finance companies to access REPAY’s integrated payment technology platform, which reduces the complexity of electronic payments for merchants while enhancing their customers’ overall experience.
With REPAY’s payment
products, merchants can accept payments
anytime, anywhere via consumer-facing
online
payment portals, SMS/text pay, IVR/phone pay, and white-labeled mobile apps.
The proprietary payment platform easily
integrates with our clients’ enterprise
management systems and enables merchants to simplify and automate their payment and reconciliation
processes. Merchants who use REPAY’s
payment
services will have access to dedicated implementation teams, 24/7/365 customer service, and professional risk management resources.
REPAY brings deep industry expertise and an innovative suite of payment solutions to Canada. “We combine reliable and secure payment processing with an integrated technology platform to bring speed and convenience to the debt repayment process,” said John Morris, CEO of REPAY. “We believe we have an attractive opportunity to deliver new and exciting payment technology that brings innovation to the consumer and auto finance markets in Canada.”
The expansion into Canada is a strategic next step for REPAY. “We have several existing clients with a presence in the U.S. and Canada,” said Shaler Alias, President of REPAY. “We are thrilled to expand our footprint and extend our payment technology services to their Canadian operations. Our customers are excited about the capabilities the REPAY platform will bring to their operations and to the entire Canadian market.”
REPAY previously announced that it had entered into a merger
agreement with Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG) (“Thunder
Bridge”) for a proposed business combination. 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.
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 Thunder Bridge
Acquisition Ltd.
Thunder Bridge Acquisition, Ltd. (“Thunder Bridge”) 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 of 25.8 million units, each unit consisting of
one of Thunder Bridge’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.
Important
Information About the Transaction and Where to Find It
This communication is being made in
respect of the proposed business combination between Thunder Bridge and REPAY.
In connection with the proposed business combination, Thunder Bridge has filed
with the Securities and Exchange Commission (“SEC”) a registration statement on
Form S-4, which includes a preliminary proxy statement/prospectus of Thunder
Bridge, and will file other documents regarding the proposed transaction with
the SEC. After the registration statement is declared effective, Thunder Bridge
will mail the definitive proxy statement/prospectus to its shareholders. Before
making any voting or investment decision, investors and shareholders of Thunder
Bridge are urged to carefully read the preliminary proxy statement/prospectus,
and when they become available, the definitive proxy statement/prospectus 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 Thunder Bridge, REPAY and the proposed business combination. 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 shareholders 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 shareholders of Thunder Bridge
in connection with the proposed business combination is set forth in the
preliminary proxy statement/prospectus. Free copies of these documents may be
obtained as described in the preceding paragraph.
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 Thunder Bridge, REPAY and the combined company, Thunder Bridge’s and
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; changes in accounting
policies applicable to REPAY; and the 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.
No Offer or Solicitation
This communication shall not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
transaction. This communication shall also not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any states or jurisdictions in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities shall be
made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended, or an exemption therefrom.
Investor Relations Contact:
repayIR@icrinc.com
Media Relations Contact:
Kristen Hoyman
(404) 637-1665
khoyman@repay.com
To view the press release, please click here.
