Repay Holdings Receives Unsolicited Buyout Proposal From Forager Capital Management

Forager Capital Management submitted a non-binding, unsolicited cash bid to acquire Repay Holdings, the integrated payment processing solutions provider. The company acknowledged receipt of the approach.

Offer Snapshot: Non-Binding Proposal and Terms

• Investor delivered takeover overture on Friday via April 17 letter.
• Forager proposed a cash offer and outlined valuation benchmarks and assumptions in its letter.
• Repay open to considering non-binding proposal, reviewing with advisers. Company representatives did not immediately provide additional comment.

Deal Context and Reactions

• Initial reception to offer was restrained.
• Forager disappointed by board’s adoption of shareholder rights plan after exploratory talks.
• Investor claims rights plan conflicts with commitment to maximize stockholder value.
• Forager publicized offer via Securities and Exchange Commission filing, seeks constructive engagement with board.
• No certainty of deal. Forager engaged White & Case for merger support.
• Kissel and Wilhelm (Forager) based in Birmingham, Alabama.
• Repay retained Troutman Pepper Locke and Sullivan & Cromwell for advice. No immediate elaboration.

Shareholder rights plans can raise the cost of building a position in the open market, often slowing an unsolicited approach and giving a board more time to assess alternatives.

Separately, Repay has been pursuing its own acquisition, agreeing last month to buy Kubra Data Transfer, a provider of similar payment processing services to utility and government clients. That plan has drawn pushback from another major shareholder.

Repay proposed paying $372 million for Kubra Data Transfer, but Veradace Partners, which owns about 8.4% of the stock, objected on April 9 in a public letter attached to a press release.