Filing Details

CUSIP No 76029L100

Page 2 of 21 Pages

(1) This percentage is calculated based upon 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

1	NAMES OF REPORTING PERSONS
	MONROE CAPITAL PRIVATE CREDIT FUND II (UNLEVERAGED) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			52,597
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			52,597
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	52,597
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.1%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) This percentage is calculated based upon 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

(1) This percentage is calculated based upon 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

(1) This percentage is calculated based upon 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

1	NAMES OF REPORTING PERSONS
	MONROE CAPITAL PRIVATE CREDIT FUND III (UNLEVERAGED) LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			158,925
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			158,925
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	158,925
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.4%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) This percentage is calculated based upon 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

(1) This percentage is calculated based upon 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

1	NAMES OF REPORTING PERSONS
	MONROE CAPITAL PRIVATE CREDIT FUND III (LUX) FINANCING HOLDCO LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			265,913
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			265,913
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	265,913
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0.7%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

(1) This percentage is calculated based upon 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

1	NAMES OF REPORTING PERSONS
	MONROE PRIVATE CREDIT FUND A LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			750,000
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			750,000
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	750,000
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.0%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

(1) This percentage is calculated based upon 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

*Includes 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 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

1	NAMES OF REPORTING PERSONS
	THEODORE KOENIG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			3,476,116*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			3,476,116*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,476,116*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.3%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

 

*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 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

1	NAMES OF REPORTING PERSONS
	MC OPPORTUNITIES FUND LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)☐
	(b)☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			0
		6	SHARED VOTING POWER
			488,058*
		7	SOLE DISPOSITIVE POWER
			0
		8	SHARED DISPOSITIVE POWER
			488,058*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	488,058*
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	1.3%(1)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

*Includes 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 37,530,568 shares of the Issuer’s Class A common stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

 

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. 2 Schedule 13G (“Amendment No. 2”) 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, 2019, the Funds may collectively be deemed the beneficial owners of 2,500,000 shares of Common Stock, Mr. Koenig may be deemed the beneficial owner of 3,476,116 shares of Common Stock, MCMA may be deemed the beneficial owner of 2,988,058 shares of Common Stock, MC Opportunities may be deemed the beneficial owner of 488,058 shares of Common Stock.

As of December 31, 2019, the Funds may collectively be deemed the beneficial owners of approximately 6.7% of the shares of Common Stock outstanding, Mr. Koenig may be deemed the beneficial owner of approximately 9.3% of the shares of Common Stock outstanding, MCMA may be deemed the beneficial owner of approximately 8.0% of the shares of Common Stock outstanding, and MC Opportunities may be deemed the beneficial owner of approximately 1.3% of the shares of Common Stock outstanding. These percentages have been calculated based on the 37,530,568 shares of Common Stock outstanding as of December 31, 2019, as reported by the Issuer in its annual report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2020.

 

 

Not Applicable*

*This Schedule 13G amendment reports the Reporting Persons’ beneficial ownership as of December 31, 2019, at which time the Reporting Persons beneficially owned more than five percent of the Common Stock outstanding.  On November 1, 2022, the Reporting Persons filed a Schedule 13G amendment reporting the Reporting Persons’ beneficial ownership as of December 31, 2020, at which time the Reporting Persons beneficially owned less than five percent of the Common Stock outstanding; as such, that Schedule 13G served as an exit filing and Item 5 was affirmatively checked.

Not Applicable

Not Applicable

Not Applicable.

Not Applicable.

Item 10.

Certification:

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 December 14, 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.

Page 21 of 21 Pages

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