GREAT FALLS, Va. and
ATLANTA, May 9, 2019 /PRNewswire/ -- 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
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SOURCE Thunder Bridge Acquisition, Ltd.