Filing Details

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

*Represents the Reporting Person’s 50% interest in shares of the Issuer’s Class A common stock held in the name of Monroe Capital LLC.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

*Solely to the extent of Mr. Koenig’s control and ownership interest in Monroe Capital Management Advisors, LLC and MC Opportunities Fund LP.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

*Represents the Reporting Person’s 50% interest in shares of the Issuer’s Class A common stock held in the name of Monroe Capital LLC.

 

(1) This percentage is calculated based upon 71,244,682 shares of the Issuer’s Class A common stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

 

Repay Holdings Corporation (the “Issuer”)

3 West Paces Ferry Road, Suite 200, Atlanta, GA 30305

This Statement is filed jointly on behalf of each of the following persons (collectively, the “Reporting Persons”)

Each of Credit Fund II, Unleveraged Credit Fund II, Unleveraged Offshore Credit Fund II, Credit Fund III, Unleveraged Credit Fund III, Unleveraged Offshore Credit Fund III, Lux Credit Fund III, and Credit Fund A (collectively, the “Funds”), MCMA, Mr. Koenig, and MC Opportunities are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this amendment No. 1 to Schedule 13G (“Amendment No. 1”) as Exhibit A.

This Statement relates to the Common Stock (as defined herein) held directly by the Funds and Monroe Capital LLC. MCMA serves as investment adviser to each of the Funds and, in such capacity, may be deemed to beneficially own the shares of Common Stock held directly by each of the Funds. Mr. Koenig is the President and Chief Executive Officer of MCMA and, due to his control and ownership interests in MCMA, may be deemed to beneficially own the shares of Common Stock held directly by each of the Funds. MC Opportunities is the personal investment vehicle of Mr. Koenig. Mr. Koenig may be deemed to beneficially own the shares of Common Stock held directly by MC Opportunities due to his control and ownership interests in MC Opportunities.  Each of MCMA and MC Opportunities have a 50% interest in the shares of Common Stock held directly by Monroe Capital LLC, an affiliate of MCMA. Mr. Koenig may be deemed to beneficially own the shares of Common Stock held directly by Monroe Capital LLC due to his control and ownership interests in MCMA and MC Opportunities.

The address of the principal business office of each of the Reporting Persons is c/o Monroe Capital Management Advisors, LLC, 311 South Wacker Drive, Suite 6400, Chicago, IL 60606.

See responses to Item 4 on each Reporting Person’s cover page.

 

Class A common stock, par value $0.0001 per share (the “Common Stock”)

 

 

76029L100

Not applicable.

As of December 31, 2020, Mr. Koenig may be deemed the beneficial owner of 511,947 shares of Common Stock, each of MCMA and MC Opportunities may be deemed the beneficial owner of 255,973.5 shares of Common Stock, and each of the Funds may be deemed the beneficial owner of 0 shares of Common Stock.

As of December 31, 2020,  Mr. Koenig may be deemed the beneficial owner of approximately 0.7% of the shares of Common Stock outstanding, each of MCMA and MC Opportunities may be deemed the beneficial owner of approximately 0.4% of the shares of Common Stock outstanding, and each of the Funds may be deemed the beneficial owner of 0.0% of the shares of Common Stock outstanding. These percentages have been calculated based upon 71,244,682 shares of Common Stock outstanding as of December 31, 2020, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021.

 

	(iv) Shared power to dispose or direct the disposition of:	511,947
MCMA and MC Opportunities:
	(i) Sole power to vote or direct the vote:	0
	(ii) Shared power to vote or direct the vote:	255,973.5
	(iii) Sole power to dispose or direct the disposition of:	0
	(iv) Shared power to dispose or direct the disposition of:	255,973.5
Each of the Funds:
	(i) Sole power to vote or direct the vote:	0
	(ii) Shared power to vote or direct the vote:	0
	(iii) Sole power to dispose or direct the disposition of:	0
	(iv) Shared power to dispose or direct the disposition of:	0

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [X]

Not Applicable

Not Applicable

Not Applicable.

Not Applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

EXHIBIT INDEX

 

 

EXHIBIT A

JOINT FILING AGREEMENT

Each of the parties to the joint filing agreement (the “Agreement”), dated as of November 1, 2022, hereby acknowledge and agree that the foregoing statement on Schedule 13G related to the shares of Class A common stock, $0.0001 par value, of Repay Holdings Corporation is filed on behalf of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The parties to this Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

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