UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
REPAY HOLDINGS CORPORATION
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
76029L100
(CUSIP Number)
December 31, 2019**
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
** This Schedule 13G amendment is being filed to report the Reporting Persons’ beneficial ownership as of December 31, 2019. The Reporting Persons previously filed a Schedule 13G amendment on November 1, 2022, to
report the Reporting Persons’ beneficial ownership as of December 31, 2020.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Continued on following pages
Page 1 of 21 Pages
Exhibit Index: Page 19
|
CUSIP No 76029L100
|
Page 2 of 21 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MONROE CAPITAL PRIVATE CREDIT FUND II 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
|
|
|
||
|
387,038
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
387,038
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
387,038
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.0%(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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 3 of 21 Pages
|
|
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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 4 of 21 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MONROE CAPITAL PRIVATE CREDIT FUND II-O (UNLEVERAGED OFFSHORE) 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
|
|
|
||
|
60,365
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
60,365
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
60,365
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
0.2%(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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 5 of 21 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MONROE CAPITAL PRIVATE CREDIT FUND III 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
|
|
|
||
|
668,925
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
668,925
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
668,925
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
1.8%(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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 6 of 21 Pages
|
|
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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 7 of 21 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MONROE CAPITAL FUND SV S.a.r.l. – FUND III (UNLEVERAGED) COMPARTMENT
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
|
(a)☐
|
|||||
|
(b)☐
|
|
|
|||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
LUXEMBOURG
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
|
0
|
|
|
|||
|
|
|
||||
|
6
|
SHARED VOTING POWER
|
|
|
||
|
156,237
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
156,237
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
156,237
|
|
|
|||
|
|
|
||||
|
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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 8 of 21 Pages
|
|
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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 9 of 21 Pages
|
|
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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 10 of 21 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MONROE CAPITAL MANAGEMENT ADVISORS, LLC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
2,988,058*
|
|
|
|||
|
|
|
||||
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
0
|
|
|
|||
|
|
|
||||
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
2,988,058*
|
|
|
|||
|
|
|
||||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
2,988,058*
|
|
|
|||
|
|
|
||||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
|
☐
|
|
|
|||
|
|
|
||||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
|
8.0%(1)
|
|
|
|||
|
|
|
||||
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
*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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 11 of 21 Pages
|
|
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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 12 of 21 Pages
|
|
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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 13 of 21 Pages
|
| Item 1(a). |
Name of Issuer:
|
Repay Holdings Corporation (the “Issuer”)
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
|
3 West Paces Ferry Road, Suite 200, Atlanta, GA 30305
| Item 2(a). |
Name of Person Filing
|
This Statement is filed jointly on behalf of each of the following persons (collectively, the “Reporting Persons”)
| (i) |
Monroe Capital Private Credit Fund II LP (“Credit Fund II”);
|
| (ii) |
Monroe Capital Private Credit Fund II (Unleveraged) LP (“Unleveraged Credit Fund II”);
|
| (iii) |
Monroe Capital Private Credit Fund II-O (Unleveraged Offshore) LP (“Unleveraged Offshore Credit Fund II”);
|
| (iv) |
Monroe Capital Private Credit Fund III LP (“Credit Fund III”);
|
| (v) |
Monroe Capital Private Credit Fund III (Unleveraged) LP (“Unleveraged Credit Fund III”);
|
| (vi) |
Monroe Capital Fund SV S.a.r.l. – Fund III (Unleveraged) Compartment (“Unleveraged Offshore Credit Fund III”);
|
| (vii) |
Monroe Capital Private Credit Fund III (Lux) Financing Holdco LP (“Lux Credit Fund III”);
|
| (viii) |
Monroe Private Credit Fund A LP (“Credit Fund A”);
|
| (ix) |
Monroe Capital Management Advisors, LLC (“MCMA”);
|
| (x) |
Theodore Koenig; and
|
| (xi) |
MC Opportunities Fund LP (“MC Opportunities”).
|
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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 14 of 21 Pages
|
| Item 2(b). |
Address of Principal Business Office or, if None, Residence:
|
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.
| Item 2(c). |
Citizenship:
|
See responses to Item 4 on each Reporting Person’s cover page.
| Item 2(d). |
Title of Class of Securities:
|
Class A common stock, par value $0.0001 per share (the “Common Stock”)
| Item 2(e). |
CUSIP Number:
|
76029L100
| Item 3. |
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is a:
|
Not applicable.
| Item 4. |
Ownership:
|
| Item 4(a) |
Amount Beneficially Owned:
|
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.
| Item 4(b) |
Percent of Class:
|
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.
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 15 of 21 Pages
|
| Item 4(c) |
Number of Shares as to which such person has:
|
| Mr. Koenig | |
|
(i) Sole power to vote or direct the vote:
|
0
|
|
(ii) Shared power to vote or direct the vote:
|
3,476,116
|
|
(iii) Sole power to dispose or direct the disposition of:
|
0
|
|
(iv) Shared power to dispose or direct the disposition of:
|
3,476,116
|
| MCMA: | |
|
(i) Sole power to vote or direct the vote:
|
0
|
|
(ii) Shared power to vote or direct the vote:
|
2,988,058
|
|
(iii) Sole power to dispose or direct the disposition of:
|
0
|
|
(iv) Shared power to dispose or direct the disposition of:
|
2,988,058
|
| MC Opportunities: | |
|
(i) Sole power to vote or direct the vote:
|
0
|
|
(ii) Shared power to vote or direct the vote:
|
488,058
|
|
(iii) Sole power to dispose or direct the disposition of:
|
0
|
|
(iv) Shared power to dispose or direct the disposition of:
|
488,058
|
|
Each of the Funds:
|
|
|
(i) Sole power to vote or direct the vote:
|
0
|
|
(ii) Shared power to vote or direct the vote:
|
2,500,000
|
|
(iii) Sole power to dispose or direct the disposition of:
|
0
|
|
(iv) Shared power to dispose or direct the disposition of:
|
2,500,000
|
| Item 5. |
Ownership of Five Percent or Less of a Class:
|
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.
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
|
Not Applicable
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:
|
Not Applicable
|
SCHEDULE 13G
|
|
|
CUSIP No 76029L100
|
Page 16 of 21 Pages
|
| Item 8. |
Identification and Classification of Members of the Group:
|
Not Applicable.
| Item 9. |
Notice of Dissolution of Group:
|
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.
|
Page 17 of 21 Pages
|
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.
| Date: December 14, 2022 |
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND II LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND II
LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND II
(UNLEVERAGED) LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND II
LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND II-O
(UNLEVERAGED OFFSHORE) LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND II
LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND III LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND III
|
||
|
LLC, its general partner
|
|||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND III
(UNLEVERAGED) LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND III
LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
Page 18 of 21 Pages
|
|
MONROE CAPITAL FUND SV S.a.r.l., acting in respect of
its Fund III (Unleveraged) Compartment
|
|||
|
By:
|
MONROE CAPITAL MANAGEMENT ADVISORS, LLC, as Investment Manager
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: Chief Executive Officer
|
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND III (LUX)
FINANCING HOLDCO LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND III (LUX) FINANCING HOLDCO GP LLC, as its general partner
|
||
|
By:
|
MONROE CAPITAL MANAGEMENT ADVISORS
LLC, as Manager
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: Chief Executive Officer
|
|||
|
MONROE PRIVATE CREDIT FUND A LP
|
|||
|
By:
|
MONROE PRIVATE CREDIT FUND A LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL MANAGEMENT ADVISORS, LLC
|
|||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: Chief Executive Officer
|
|||
|
THEODORE KOENIG
|
|||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
MC OPPORTUNITIES FUND LP
|
|||
|
By:
|
MC OPPORTUNITIES FUND GP LLC, as its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: Manager
|
|||
|
Page 19 of 21 Pages
|
EXHIBIT INDEX
|
Ex.
|
Page No.
|
|
A
|
Joint Filing Agreement
|
19-20
|
|
Page 20 of 21 Pages
|
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.
| Dated: December 14, 2022 |
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND II LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND II
LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND II (UNLEVERAGED) LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND II
LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND II-O (UNLEVERAGED OFFSHORE) LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND II
LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND III LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND III
LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
|
Page 21 of 21 Pages |
|
MONROE CAPITAL PRIVATE CREDIT FUND III (UNLEVERAGED) LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND III
LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL FUND SV S.a.r.l., acting in respect of
its Fund III (Unleveraged) Compartment
|
|||
|
By:
|
MONROE CAPITAL MANAGEMENT ADVISORS, LLC, as Investment Manager
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: Chief Executive Officer
|
|||
|
MONROE CAPITAL PRIVATE CREDIT FUND III (LUX)
FINANCING HOLDCO LP
|
|||
|
By:
|
MONROE CAPITAL PRIVATE CREDIT FUND III (LUX) FINANCING HOLDCO GP LLC, as its general partner
|
||
|
By:
|
MONROE CAPITAL MANAGEMENT ADVISORS
LLC, as Manager
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: Chief Executive Officer
|
|||
|
MONROE PRIVATE CREDIT FUND A LP
|
|||
|
By:
|
MONROE PRIVATE CREDIT FUND A LLC, its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: President & Chief Executive Officer
|
|||
|
MONROE CAPITAL MANAGEMENT ADVISORS, LLC
|
|||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: Chief Executive Officer
|
|||
|
THEODORE KOENIG
|
|||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
MC OPPORTUNITIES FUND LP
|
|||
|
By:
|
MC OPPORTUNITIES FUND GP LLC, as its general partner
|
||
|
By:
|
/s/ Theodore Koenig
|
||
|
Name: Theodore Koenig
|
|||
|
Title: Manager
|
|||