REPAY Announces Pricing of Public Offering of Common Stock

Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY” or the “Company”) announced today the pricing of an underwritten public offering of 8,000,000 shares of REPAY’s Class A common stock at $20.00 per share. In conjunction with the offering, the Company has granted the underwriters a 30-day option to purchase up to 1,200,000 additional shares of REPAY’s Class A common stock. The closing of the offering is expected to occur on or about June 2, 2020, subject to customary closing conditions.

REPAY intends to use (i) the net proceeds from the issuance and sale of 4,000,000 shares of Class A common stock for general corporate purposes, which may include future acquisitions, satisfaction of earnout obligations from prior acquisitions and working capital and (ii) the net proceeds from the issuance and sale of 4,000,000 shares of Class A common stock (or 5,200,000 shares of Class A common stock if the underwriters exercise their option to purchase additional shares of REPAY’s Class A common stock in full) to acquire an equivalent number of outstanding units representing limited liability company interests of Hawk Parent Holdings LLC owned by CC Payment Holdings, L.L.C., an entity controlled by Corsair Capital LLC and its affiliates, for cash.

Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC and Barclays Capital Inc. are acting as joint book-running managers for the offering and as representatives of the underwriters for the offering. SunTrust Robinson Humphrey, Inc. and William Blair & Company, L.L.C. are acting as book-runners for the offering. BTIG, LLC, Canaccord Genuity LLC, Cantor Fitzgerald & Co., Keefe, Bruyette & Woods, Inc., D.A. Davidson & Co. and Northland Securities, Inc. are acting as co-managers for the offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction. The offering will be made pursuant to a registration statement on Form S-1 that was declared effective by the Securities and Exchange Commission (the “SEC”) on May 28, 2020 and is available on the SEC’s website at http://www.sec.gov. The offering will be made only by means of a prospectus, copies of which may be obtained by contacting any of the following underwriters: Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014, Credit Suisse Securities (USA) LLC, Attention: Prospectus Department, Eleven Madison Avenue, 3rd floor, New York, NY 10010, by email at [e-mail] or by telephone at [phone], Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by e-mail at [e-mail] or by telephone at [phone], SunTrust Robinson Humphrey, Inc., 3333 Peachtree Road NE, 9th Floor, Atlanta, GA 30326, Attention: Prospectus Department, by e-mail at [e-mail], or William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, by e-mail at [e-mail] or by telephone at [phone].