Item 1. |
Security and Issuer. |
This statement of beneficial ownership on Schedule 13D relates to the Class A Common Stock of Repay Holdings Corporation, a Cayman Islands
corporation (the Issuer). The Issuers principal address is 3 West Paces Ferry Road, Suite 200, Atlanta, GA 30305.
Item 2. |
Identity and Background. |
(a)-(c), (f)
This Schedule 13D
is filed as joint statement pursuant to Rule 13d-1(k) under the Act by each of the following persons (collectively, the Reporting Persons):
|
(ii) |
Beckham Aggregator, L.P. |
The principal address of each of the Reporting Persons is c/o Parthenon Capital Partners, Four Embarcadero Center, Suite 3610, San Francisco,
CA 94111.
(d) and (e)
During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. |
Source and Amount of Funds or Other Consideration. |
The reported securities were acquired in connection with a merger transaction with the Issuer that was completed on June 15, 2021.
Item 4. |
Purpose of Transaction. |
The Reporting Persons or their affiliates intend to review their investment in the Issuer on an ongoing basis and may seek to increase or
decrease their position in the issuer including purchasing additional Class A Common Stock and/or other equity, debt, notes or other financial instruments related to the Issuer. In addition, the Reporting Persons or their affiliates may seek to
sell or otherwise dispose of some or all securities of the Issuer, including the reported shares of Class A Common Stock and/or other equity, debt, notes or other financial instruments related to the Issuer or Class A Common Stock (which
may include rights or securities exercisable or convertible into securities of the Issuer), and/or acquire some or all of such Issuer securities or financial instruments (which may include distributing some or all of such securities to such
Reporting Persons respective members, stockholders, partners or beneficiaries, as applicable, transferring shares of common stock to affiliated transferees, or the entry into a total return swap, asset swap or repurchase transaction) from time
to time, in each case, in open market or private transactions, block sales or otherwise. The Reporting Persons or their affiliates may engage from time to time in ordinary course transactions with financial institutions with respect to the
securities described herein.
In addition, in the course of their review, the Reporting Persons or their affiliates may take actions with
respect to their investment or the Issuer, including communicating with the board of directors of the Issuer (the Board), members of management or other stockholders of the Issuer, and taking steps to explore (including receiving
confidential information with respect to) or implement a course of action, including, without limitation, engaging advisors to assist in any review, evaluating strategic or financing alternatives as they may become available and entering into
confidentiality, standstill or other similar agreements with the Issuer.
Such discussions and other actions may relate to, various
alternative courses of action, including, without limitation, those related to an extraordinary corporate transaction (including, but not limited to a merger, sale of stock or assets, business combination, reorganization or liquidation) involving
the Issuer or any of its subsidiaries; changes in the present business, operations, strategy, future plans or prospects of the Issuer, financial or governance matters; changes to the Board (including board composition) or management of the Issuer;
or acting as a participant in debt or equity financings of the Issuer or any of its subsidiaries or any other process that may be initiated by the Issuer. The Reporting Persons or their affiliates may take any and all related actions in connection
with the foregoing. Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal.