Thunder Bridge Acquisition, Ltd. Announces Private Placement Transaction, Amendment of Merger Agreement and Proposed Amendment to Outstanding Warrants

GREAT FALLS, Va. and ATLANTA, May 9, 2019  — Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG) (“Thunder Bridge”), a special purpose acquisition company, today announced that it has agreed to issue and sell 13.5 million Class A ordinary shares at a price of $10.00 per share in a private placement to investors including funds and accounts managed by institutional investors Neuberger Berman Investment Advisers LLC, Baron Funds and BlackRock, Inc. for gross proceeds of $135 million. Concurrently with this transaction, certain of the institutional investors entered into a lock-up agreement under which they have agreed not to sell shares or warrants acquired in connection with the private placement for 120 days following the closing of the previously announced business combination with Repay Holdings, LLC and Hawk Parent Holdings, LLC (together, “REPAY”) in exchange for receiving from Thunder Bridge Acquisition LLC (the “Sponsor”) previously-issued private placement warrants to purchase a total of 2.0 million Class A ordinary shares. Also included among the investors in the private placement were members of Thunder Bridge’s sponsor group, Pete Kight and Monroe Capital. The closing of the private placement is conditioned on the concurrent closing of the business combination.

Charles Kantor, Neuberger Berman Senior Portfolio Manager, commented: “As REPAY executes on its leading position within a secularly growing market and an underpenetrated area of the payments sector, we look forward to providing our experienced public market perspectives to help further drive long-term value creation – particularly as it relates to financial communication, capital allocation, and corporate governance.”

John Morris, CEO of REPAY said, “We are grateful for the commitment and support we have received from our new PIPE investors and look forward to working with, and on behalf of, all of our shareholders on the exciting next phase of REPAY’s growth story.”

Pete Kight, Executive Chairman of Thunder Bridge, stated, “REPAY’s strong market and competitive position make this a highly attractive investment opportunity for Thunder Bridge, and we are pleased to be joined by such blue-chip investors through their participation in the private placement transaction. Furthermore, we believe that the amended merger terms further align all shareholders by reducing the merger price as well as the overall dilution in the transaction.”

Thunder Bridge and REPAY also entered into an amendment to their merger agreement and certain related agreements. Under these agreements:

  • the base merger consideration (as defined in the merger agreement) payable to REPAY equity holders in the transaction has been reduced to $580,650,000 from $600,000,000;
  • the Sponsor will forfeit an additional 1,935,000 Class B ordinary shares and the Sponsor and the other holders of the private placement warrants will forfeit their remaining private placement warrants at the closing of the business combination (effectively eliminating approximately 77% of the dilution from the founder warrants);
  • the minimum portion of the merger consideration required to be paid to the REPAY equity holders in cash as a condition of REPAY’s obligations to complete the merger has been reduced by $30,000,000 to $260,000,000;
  • as a condition to the parties’ obligations to complete the business combination, Thunder Bridge will amend its outstanding warrants so that each warrant holder will receive shortly after the closing of the business combination a cash payment of $1.50 per warrant (with the holders of the private placement warrants waiving the right to such cash payment) and the warrant will be exercisable for one-quarter of a Class A ordinary share for an exercise price of $2.875 for each one-quarter share ($11.50 per whole share), effectively eliminating 75% of the dilution from the public warrants; and
  • if proceeds of the private placement, the remaining funds in Thunder Bridge’s trust account and cash of REPAY exceed the amount required to fund costs at closing (including the costs of the redemption of Thunder Bridge’s public stockholders triggered by the business combination and the cash payment for the warrant amendment), the excess will be used for general corporate purposes, including paying debt or funding acquisitions. Excess amounts above $60 million will increase the portion of the merger consideration to be paid in cash to the REPAY holders (with a resulting decrease in the number of REPAY units issued to REPAY holders).

Investor Call and Webcast Details
Investors may listen to a conference call, during which the updates mentioned above will be discussed, at 9:00 AM ET tomorrow, May 10, 2019. The call may be accessed by dialing (877) 407-3982 toll-free in the U.S. or (201) 493-6780 internationally and participants should provide Conference ID 13690916. A webcast of the call, along with the investor presentation, can be accessed at http://repay.mergerannouncement.com/.

About Thunder Bridge Acquisition Ltd.
Thunder Bridge Acquisition Ltd. 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 (the “IPO”) of 25.8 million units, each unit consisting of one of the Company’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 Class A ordinary shares are listed on the Nasdaq Stock Market under the symbol “TBRG,” public warrants are listed on the Nasdaq Stock Market under the symbol “TBRGW,” and units of a Class A ordinary share and public warrant are listed on the Nasdaq Stock Market under the symbol “TBRGU.”

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 Neuberger Berman
Neuberger Berman, founded in 1939, is a private, independent, employee-owned investment manager. The firm manages a range of strategies—including equity, fixed income, quantitative and multi-asset class, private equity and hedge funds—on behalf of institutions, advisors and individual investors globally. With offices in 23 countries, Neuberger Berman’s team is more than 2,100 professionals. For five consecutive years, the company has been named first or second in Pensions & Investments Best Places to Work in Money Management survey (among those with 1,000 employees or more). Tenured, stable and long-term in focus, the firm has built a diverse team of individuals united in their commitment to delivering compelling investment results for our clients over the long term. That commitment includes active consideration of environmental, social and governance factors. The firm manages $323 billion in client assets as of March 31, 2019. For more information, please visit our website at www.nb.com.

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 private placement, 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.

Contacts
Investor Relations
ICR
repayIR@icrinc.com

SOURCE Thunder Bridge Acquisition, Ltd.

To view the official press release, click here.

REPAY Expands into Canada

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.

REPAY and Visa Host AFSA Webinar on Instant Funding

Push Payments Webinar for AFSA members

REPAY and Visa hosted a webinar on Instant Funding and push payment technology for the American Financial Services Association (AFSA) on March 14, 2019. Chris Arnette, VP of Product Management for REPAY, and Neil Baquiran, Director of Visa Direct Commercialization, discussed how lenders can leverage the latest push payment technology to instantly fund loans 24/7/365, use cards as collateral during the funding process, and gain competitive advantages in the marketplace.

AFSA Members can view the recording here.

REPAY Launches ‘Instant Funding’ through Push Payments

Visa Direct enables seamless real-time[1] push payments for 24/7/365 access to funds

ATLANTA, February 5, 2019 /PRNewswire/ — REPAY Realtime Electronic Payments has officially launched Instant Funding, a new and innovative service to send funds directly to eligible Visa debit and prepaid cards via electronic transactions enabled by Visa Direct. REPAY is the premier payment technology provider for the consumer lending and healthcare spaces, offering the most advanced and secure omnichannel payment services on the market. The addition of Instant Funding strategically complements REPAY’s current product suite as businesses will now be able to seamlessly accept payments and disburse funds to customers from a single user interface 24/7/365.   

With REPAY Instant Funding, lenders can say goodbye to issuing outdated checks and submitting slow ACH transactions, which means consumers will no longer have to wait days for funds to become available. Instant Funding transactions are processed in real-time[2] via Visa Direct, Visa’s real-time push payments platform, which reverses a normal transaction, “pushing” the funds to an eligible Visa debit or prepaid card.

“At REPAY, we use our technology to remove the friction and processing delays often associated with payments and traditional fund disbursements,” said Chris Arnette, VP of Product Management at REPAY. “Instant Funding will enable our clients to gain efficiencies and to provide a more customer-friendly experience. In today’s fast-paced world, it’s all about immediate gratification – and that’s what Instant Funding can provide.”

Instant Funding offers an incredible opportunity for REPAY’s merchants to differentiate themselves in the marketplace by delivering quick, convenient and secure funding experiences to their customers. Merchants who use Instant Funding will have access to REPAY’s dedicated implementation services, premier customer service, and professional risk management resources.

“With push payments representing nearly a $10 trillion opportunity, REPAY strategically identified the need to offer our Instant Funding product. We have invested in state-of-the-art technology to deliver a first-class, convenient funding experience in a highly secure environment while providing our merchants with access to real-time data insights,” said Shaler Alias, President of REPAY.

“We are excited to be working with REPAY to deliver a payment solution that helps businesses run more efficiently,” said Cecilia Frew Senior Vice President, North America Push Payments, Visa.  “Visa Direct helps meet the demand for fast, convenient and secure access to funds that allows businesses to operate and interact with customers seamlessly.”

The launch of Instant Funding comes at a time of immense growth and opportunity for REPAY. In January, Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG) and REPAY, announced that Thunder Bridge (“Thunder Bridge”) a special purpose acquisition company, will acquire REPAY and the combined company will continue as a publicly-listed company. 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.


[1] Actual fund availability depends on receiving financial institution and region. Visa requires fast-funds enabled issuers to make funds available to their recipient cardholders within a maximum of 30 minutes of approving the transaction. Please refer to the Visa Direct team and the Visa Direct Original Credit Transaction Global Implementation Guide for more information. [2] See citation 1

About Thunder Bridge Acquisition Ltd.

Thunder Bridge Acquisition Ltd. 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 (the “IPO”) of 25.8 million units (reflecting the underwriters’ exercise of their over-allotment option in full), each unit consisting of one of the Company’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.

To view the official press release, please click here.

 

REPAY to Merge with Thunder Bridge Acquisition, Ltd.

Atlanta, GA and Great Falls, VA – January 22, 2019 Repay Holdings, LLC, a leading provider of vertically-integrated payment solutions, together with its parent, Hawk Parent Holdings, LLC (together, “REPAY”), and Thunder Bridge Acquisition, Ltd. (NASDAQ: TBRG) (“Thunder Bridge”), a special purpose acquisition company, today announced that they have entered into a definitive merger agreement.  Under the terms of the agreement, Thunder Bridge will acquire REPAY and the combined company (the “Company”) will continue as a publicly-listed company with an implied enterprise value at closing of approximately $653 million, based on current assumptions.

Upon the close of the transaction, the Company intends to change its name to Repay Holdings Corporation and is expected to continue to trade on The Nasdaq Stock Market under a new ticker symbol. REPAY’s management team, led by John Morris, Co-Founder and Chief Executive Officer, Shaler Alias, Co-Founder and President, and Tim Murphy, Chief Financial Officer, will continue to lead the Company. REPAY’s existing majority equity holder, Corsair Capital, a leading private equity investor in the financial services industry, is expected to remain the Company’s largest stockholder.

REPAY processed approximately $7 billion of payment volume in 2018 across diverse verticals, such as personal loans, automotive loans and receivables management. Management believes these verticals are underserved and accordingly provide significant growth opportunities over the next several years. The Company serves more than 3,000 clients via a proprietary, omni-channel payment platform that reduces complexity for merchants and enhances the consumer experience. In addition to highly-recurring revenue, REPAY has achieved strong Adjusted EBITDA growth over the last three years through market expansion, increased penetration of existing customers, new client wins and strategic acquisitions.

Gary Simanson, President and CEO of Thunder Bridge, said, “REPAY has achieved impressive growth while also delivering high levels of profitability in an exciting and underpenetrated area of the payments sector. John Morris and his team have developed a technology platform that is well-positioned with over 50 software integration partnerships to service customers with a footprint representing more than 11,000 locations across the country. We are looking forward to partnering with REPAY’s management team and Corsair in the next stage of the Company’s development.”

“We are very excited to continue to execute on REPAY’s growth plan as a public company and greatly appreciate Corsair’s continued involvement and partnership,” said John Morris, co-founder and CEO of REPAY. “We have developed a compelling tech-enabled value proposition that allows our merchants to expand the scope and depth of their services to meet the evolving needs of their customers. As a publicly-listed company, we will have access to capital to further support our acquisition strategy and invest in technology while continuing to develop software integration partners. We remain focused on delivering the highest levels of service to our merchants as we strengthen our leading position in the industry.”

James Kirk, Managing Director of Corsair Capital, commented, “We are proud of all REPAY has achieved since Corsair’s investment in 2016, and we look forward to continuing to support the Company’s development of value-added payment solutions. With over $500 billion of total payment volume, including over $200 billion of debit payment volume, projected next year across REPAY’s existing verticals and the ongoing evaluation of a pipeline of potential acquisition targets, we believe there are significant growth opportunities for the business in the future.”

“The payments industry is one of the most dynamic segments of the financial services space, and REPAY has established itself as an integrated player and early-mover in an important and underserved sector of the market,” added Jeremy Schein, Managing Director of Corsair Capital. “Given REPAY’s growth and history of pioneering innovative payment solutions, we see compelling opportunities ahead and look forward to our continued partnership with the REPAY management team.”

Transaction Summary

The transaction reflects an implied enterprise value at closing of $653 million, based on current assumptions. The cash component of the purchase price to be paid to the equity holders of REPAY is expected to be funded by Thunder Bridge’s cash in trust and debt financing, for which a commitment has been obtained. The balance of the consideration payable to the existing REPAY equity holders will consist of equity interests of the surviving subsidiary which will be exchangeable into shares of common stock of the Company at the option of such equity holders.  Existing REPAY equity holders have the potential to receive an earnout of additional equity interests of the surviving subsidiary if certain stock price targets are met as set forth in the definitive merger agreement.  Corsair Capital and the REPAY management team will remain investors by rolling over significant equity into the combined company.

Pursuant to the merger agreement, Thunder Bridge will domesticate from a Cayman Islands exempted company to a Delaware corporation and a subsidiary of Thunder Bridge will merge with and into Hawk Parent Holdings, LLC, with Hawk Parent Holdings, LLC continuing as the surviving entity and a subsidiary of Thunder Bridge. The corporate name of Thunder Bridge will change to Repay Holdings Corporation.

The transactions have been unanimously approved by the boards of both REPAY and Thunder Bridge.  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.

Additional information about the business combination will be provided in a Current Report on Form 8-K that will contain an investor presentation to be filed with the Securities and Exchange Commission (“SEC”) and available at www.sec.gov. In addition, Thunder Bridge intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus of Thunder Bridge, and will file other documents regarding the proposed transaction with the SEC.

Advisors

Morgan Stanley, Cantor Fitzgerald, and CLSA acted as capital markets advisors and Ellenoff Grossman & Schole LLP acted as legal counsel to Thunder Bridge. Financial Technology Partners served as strategic and financial advisor, Credit Suisse as capital markets advisor, and Simpson Thacher & Bartlett LLP and Troutman Sanders as legal counsel to REPAY in this transaction.

Investor Call and Webcast Details

Investors may listen to a conference call regarding the proposed transaction at 10:00 AM EST today, January 22, 2019. The call may be accessed by dialing (866) 547-1509 toll-free in the U.S. or (920) 663-6208 internationally and participants should provide Conference ID number 2463704.

A webcast of the call, along with the investor presentation, can be accessed at: https://event.on24.com/wcc/r/1921454-1/571C6A1A13AF2967EE4E121BE4A317A9

The call will be available for replay at 2:45 PM EST today until midnight on January 30, 2019 by dialing (800) 585-8367 toll-free in the U.S. or (404) 537-3406 internationally.

About Thunder Bridge Acquisition Ltd.

Thunder Bridge Acquisition Ltd. 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 (the “IPO”) of 25.8 million units (reflecting the underwriters’ exercise of their over-allotment option in full), each unit consisting of one of the Company’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.

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 Corsair Capital

Corsair Capital, LLC, which includes a highly regarded global private equity platform, is a leading global investor in the financial services industry. Corsair Capital invests across a range of geographies and cycles, and in substantially all of the subsectors of the financial services industry, including payments, insurance, asset management, depository institutions, and specialty finance across North America and Western Europe.

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 REPAY and the Company, 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; and 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.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

For additional information on the proposed transaction, see Thunder Bridge’s Current Report on Form 8-K, which will be filed concurrently.  In connection with the proposed transaction, Thunder Bridge intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus of Thunder Bridge, and will file other documents regarding the proposed transaction with the SEC.  This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. Before making any voting or investment decision, investors and stockholders of Thunder Bridge are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, 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 the proposed transaction.  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 stockholders 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 stockholders of Thunder Bridge in connection with the proposed business combination will be set forth in the registration statement on Form S-4 that includes a proxy statement/prospectus, when it becomes available. Information regarding Thunder Bridge’s directors and executive officers are set forth in Thunder Bridge’s Registration Statement on Form S-1, including amendments thereto, and other reports which are filed with the SEC.  Free copies of these documents may be obtained as described in the preceding paragraph.

NON-GAAP FINANCIAL MEASURES

REPAY uses certain non-GAAP financial measures such as Adjusted EBITDA to evaluate its business, measure its performance and make strategic decisions. Adjusted EBITDA is a non-GAAP financial measure that represents net income prior to interest expense and depreciation and amortization, as adjusted to add back certain non-cash charges and account for non-recurring items, such as other expenses, non-cash gain from the change in fair value of contingent consideration, transaction expenses, share-based compensation charges, and other charges. Adjusted EBITDA should not be considered as substitutes for financial measures calculated in accordance with GAAP but instead considered alongside such measures calculated in accordance with GAAP. Other companies in the industry may calculate it differently from how REPAY calculates it, reducing its overall usefulness. This communication does not provide a reconciliation of any forward-looking, estimated non-GAAP financial measure to the most directly comparable GAAP financial measure because calculating the components would involve numerous estimates and judgments that are unduly burdensome to prepare and may imply a degree of precision that would be confusing or potentially misleading to investors.

CONTACTS 
REPAY/Corsair Capital
Sard Verbinnen & Co
David Millar / Danya Al-Qattan, 212-687-8080

Thunder Bridge Ltd. 
Gary A. Simanson, 202-431-0507

To view official press release, click here.

REPAY’s Ashley Martin named an ETA Young Payments Professionals Scholar

REPAY is proud to announce that Ashley Lamb-Martin has been selected to participate in the 2019 ETA Young Payments Professionals (YPP) Scholar Program. The prestigious program sponsored by Discover® provides support, education and opportunity to young payments professionals and encourages scholars to assume leadership roles within ETA and the industry.

Ashley was selected as one of ten participants out of a pool of 50 highly qualified applicants. Applicants were required to have at least 2 years of experience in the payments industry, be currently employed by an ETA member company, and be between the ages of 21-35 years. As a scholar, Ashley will receive complimentary ETAU courses along with registration and travel assistance to TRANSACT and other industry events. Ashley will also be assigned a senior industry mentor and will have the opportunity to network with industry leaders throughout the program.

Ashley graduated from Kennesaw State University with a Bachelor of Science in Sociology. She has an extensive background in underwriting within the payments space and has served as a Senior Underwriter for REPAY since March 2018. She brings optimism, passion and a sincere thirst for learning to every new opportunity and challenge. There is no doubt she will make a lasting impact on REPAY and the payments industry, and we wish her much success in the ETA YPP Scholar Program!

REPAY Snags Spot on the Inc. 5000 List for Eighth Consecutive Year

Another year, another humbling opportunity to reflect on REPAY’s growth over the last decade. For the eighth consecutive year, REPAY placed on the Inc. 5000 list, which recognizes the fastest-growing companies in the United States. REPAY came in at #2164 with a 3-year growth rate of 205%.

Click here to see REPAY’s profile and the full Inc. 5000 list.

Preferred Collection and Management Services, Inc. Initiates Partnership of Two Tech Vendors, REPAY and TCN, Inc.

ATLANTA and ST. GEORGE, Utah and TAMPA, Fla.Aug. 15, 2018 /PRNewswire/ — When it comes to creating efficiencies and elevating the customer experience, Preferred Collection and Management Services, Inc. (Tampa) understands the recipe for success. Preferred CMS initiated a dynamic partnership between its payment processing provider, REPAY Realtime Electronic Payments (Atlanta), and its contact center technology provider, TCN (St. George), that promises to deliver an enjoyable and frictionless payment experience for Preferred CMS customers.

TCN’s multichannel communications platform enables companies to improve operations and enhance their customer service through features such as: predictive dialing, interactive voice messaging (IVM), short message service (SMS), voicemail drop, interactive voice response (IVR) and email. Specializing in the consumer finance, ARM and healthcare industries, REPAY offers integrated payment technology solutions that enable businesses to accept real-time payments through a variety of payment methods, ultimately improving collection efforts.

The integration between the companies will enable the Florida-based collections agency to meet medical patients and other consumers’ growing needs by providing a convenient, user-friendly payment option through its already-established IVR system. In addition to offering payment channels via its web portal and SMS messaging, Preferred CMS now offers an integrated IVR solution where consumers can easily make unassisted payments using their phones any time of day without ever speaking with a live agent. After a customer follows TCN’s automated prompts to make a payment, REPAY immediately processes it and communicates the approval and payment details back to Preferred CMS.

The shift in consumer preferences and the downward trend in paying on debts using the traditional methods prompted Preferred CMS to invest in the advanced technology. “Most people want to pay their bills at a time and in a manner convenient to them without having to speak with a representative. Preferred CMS’s partners, TCN and REPAY, are cutting-edge solutions who worked together at our request to make this happen,” said Matt Kiefer, Preferred CMS’s Chief Officer of Information, Compliance, and Development.

“We’re honored to partner with TCN and Preferred CMS to deliver this custom solution. We’ve combined REPAY’s secure payment technology with TCN’s IVR technology to deliver enhanced value to consumers,” said Susan Perlmutter, Chief Revenue Officer of REPAY.

“We are proud to partner with Preferred Collection and Management Services, Inc. to equip collections agencies with the most advanced contact center tools they need to stay competitive in today’s market,” said Terrel Bird, CEO and co-founder of TCN.

To view the full press release, please click here.

REPAY and LoanPro Software Partnership Creates Major Efficiencies for Customers

ATLANTA, July 27, 2018 /PRNewswire/ — REPAY Realtime Electronic Payments, a premier provider of advanced payment technology products and processing services is excited to announce its new partnership with LoanPro Software, a leader in loan servicing software for U.S.-based installment lenders. The integration between the two companies will create major efficiencies and a better user experience for shared customers.

The partnership is truly a match made in heaven, as both companies primarily serve the consumer finance and auto industries. REPAY offers omnichannel payment services wrapped up in the most secure and advanced technology on the market and has been in the consumer finance and auto space for over ten years. LoanPro Software automates the lending process, combining cutting-edge, problem-solving technology with a secure and user-friendly interface to automate the loan servicing experience.

This integration between REPAY and LoanPro Software will allow lenders to initiate and accept card and ACH payments directly through LoanPro’s platforms. REPAY will process the payment on the back-end and immediately send the approval codes and transaction details back to the lender’s LoanPro account. The customer record within the software platforms will automatically update with the most recent payment information, eliminating the need for lenders to manually post payments.

“We were particularly thrilled about the opportunity to partner with LoanPro Software because of our shared clients already utilizing both platforms. The integration will add tremendous value and efficiencies to our clients’ current loan servicing and payment processes,” said Susan Perlmutter, Chief Revenue Officer of REPAY.

“This new integration with REPAY will allow our mutual clients to streamline their loan servicing and payment processing even more by eliminating manual data entry and payment posting. We are excited to partner with REPAY and look forward to providing our mutual clients with the best loan servicing software and payment processing options on the market,” said Lloyd Roberts, Sales Director of LoanPro Software.

To view the full press release, please click here.

REPAY Co-Founders Named Entrepreneur of the Year Southeast Finalists

ATLANTA, June 27, 2018 / PRNewswire/ – REPAY is thrilled to announce that its co-founders, John Morris and Shaler Alias, have been recognized as southeast finalists for Ernst & Young’s Entrepreneur Of The Year® Program. The program celebrates the country’s most innovative business leaders, and awards are given based on demonstrated success in innovation, financial performance, risk and personal commitment to communities.

REPAY Realtime Electronic Payments, an Atlanta-based payment technology company that offers omnichannel payment services wrapped up in the most secure and advanced technology on the market, was founded by Morris and Alias in 2006. The two founders capitalized on an underserved consumer finance market by bringing customized and industry-specific payment technology to merchants who didn’t typically accept electronic payments. They developed a proprietary gateway with omnichannel capabilities to enable merchants to accept payments anytime, anywhere.

As most entrepreneurs admit, the road to success had many ups and downs. Remaining steadfast to their mission, they overcame challenges and continuously improved their products to address changing consumer demands. Through tenacity and a commitment to excellence, they built REPAY on the foundation of integrity and innovation.

“We’ve had many reasons to celebrate, but my most meaningful accomplishment was when FORTUNE named REPAY one of the 50 Best Small Workplaces,” said Shaler Alias, President of REPAY. “It was humbling and exciting to learn that our team considered REPAY a great place to work.”

John Morris, CEO of REPAY, credits this honor to the entire REPAY team. “We’ve seen a lot of growth and changes over the years, but the REPAY team has remained true to our values and committed to providing an outstanding customer experience,” said Morris.

Today, the company employs over 100 team members in six offices across the United States and has completed three acquisitions in the past two years. REPAY has been named one of the fastest-growing companies in the U.S. by INC 5000 for seven consecutive years. Morris and Alias actively manage the business operations and sit on the Board of Directors for REPAY.

To view the full press release, please click here.

To view the complete list of finalists, please click here.