REPAY Announces the Acquisition of TriSource Solutions
15 August 2019 - 6:05AM
Business Wire
Repay Holdings Corporation (NASDAQ: RPAY) (“REPAY”) (“the
Company”), a leading provider of vertically-integrated payment
solutions, today announced the acquisition of TriSource Solutions
(“TriSource”), for up to $65 million, which includes a performance
based earn out. The acquisition was financed with a combination of
cash on hand and proceeds from borrowings under REPAY’s existing
credit facility.
TriSource, founded in 2007, provides back-end transaction
processing services to independent sales organizations (“ISO’s”)
and operates as a direct ISO on behalf of its owned portfolios and
external sales agents. TriSource is headquartered in Bettendorf, IA
with an additional office in East Moline, IL. Since 2012, TriSource
has been REPAY’s primary third-party processor for back-end
settlement solutions and a valuable partner that has supported the
Company’s growth.
“TriSource will enable us to build more intelligent payment
solutions and bring these solutions to our customers faster.
Additionally, we see the potential for strong organic growth in
TriSource’s back-end settlement business, and our long partnership
with TriSource has illustrated its inherent value proposition. We
are looking forward to leveraging TriSource’s capabilities to drive
continued growth. Further, the acquisition enhances our M&A
strategy, as having our own back-end transaction processing
capabilities will allow us to reduce future targets’ transaction
processing costs and to expedite other synergy realization efforts.
The TriSource acquisition will be immediately and meaningfully
accretive to earnings,” said John Morris, CEO of REPAY.
“We are excited to join the REPAY team,” said Deborah Brown, COO
of TriSource Solutions. “We have partnered with REPAY for many
years and believe they will help us to accelerate our processing
business growth. We look forward to working alongside the REPAY
team to drive long term growth at the combined company.”
“TriSource owners Henry Harp and Bill Brockway, along with the
company’s executive management team, have built a top-tier
organization. I’ve had the pleasure of working alongside the
TriSource team over the past seven years and believe adding them to
the REPAY family will be beneficial to all parties. I would like to
take this opportunity to welcome them to our organization,” said
Shaler Alias, President of REPAY.
Transaction Details
- REPAY acquired TriSource for up to $65 million
- $60 million was paid at closing
- Up to $5 million is structured as a performance based earn
out
- The acquisition was financed with a combination of cash on hand
and borrowings under REPAY’s existing credit facility
- Annualized Adjusted EBITDA is expected to be approximately $7.0
million
- Combined net leverage expected to be approximately 3.5x on a
post-transaction basis1
1 Calculated based on the estimated twelve months ended
September 30, 2019 Adjusted EBITDA of REPAY and TriSource on a
combines basis, after giving effect to new borrowings under the
existing credit facility and assuming that all cash and cash
equivalents, on a combined basis, offset REPAY’s post-transaction
indebtedness.
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 REPAY and REPAY’s estimated future results,
including the full year 2019 outlook. 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 prior 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: a delay or failure to realize the
expected benefits from the business combination; a delay or failure
to integrate and realize the benefits of the TriSource acquisition
and any difficulties associated with operating in the back-end
processing markets in which REPAY does not have any experience;
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 REPAY
or the date of such information in the case of information from
persons other than 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.
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 lenders, while enhancing the
overall experience for consumers.
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version on businesswire.com: https://www.businesswire.com/news/home/20190814005646/en/
Investor Relations for REPAY: repayIR@icrinc.com
Media Relations for REPAY: Kristen Hoyman khoyman@repay.com
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