📑 Repay Holdings Agrees to Acquire Kubra

This document is an 8-K filing from Repay Holdings Corp (RPAY). Attached is the full purchase agreement for their deal to buy all the shares of Kubra, a company that handles digital customer communications and payment solutions for businesses. Think of it as the official rulebook for the entire transaction.

🧾 What This Document Is

This is a Stock Purchase Agreement filed as an exhibit to an 8-K report. It legally binds Repay Holdings (the Buyer) to purchase 100% of a company called Kubra from its current owner, Hearst Kubra Holdings (the Seller). The deal was signed on March 30, 2026.

👉 Why it matters: This isn't just an announcement. This is the detailed contract that governs every aspect of the acquisition—what's being bought, for how much, what promises are made, and what could stop the deal. It’s the master blueprint.

🏢 What The Company Does (The Target: Kubra)

Kubra is the company being bought. In simple terms, Kubra provides software and services that help large organizations (like utilities and insurance companies) communicate with their customers and process payments. Think bill delivery, payment reminders, and outage alerts.

👉 Why it matters: This acquisition signals Repay's move to expand its payment technology suite by adding a company focused on the critical "customer experience" and communication side of bill payments.

💰 The Deal Price & How It's Calculated

The base price for Kubra is an Enterprise Value of $372 million. But the final cash price Repay pays will be adjusted based on Kubra's financial state at the moment the deal closes (the "Closing Date").

The final price is calculated as: (a) $372 million (Enterprise Value) (b) + Kubra's Cash (capped at $15 million) (c) - Kubra's Debt (including a $12.5 million loan from its current owner, Hearst) (d) - Unpaid deal expenses (e) +/- The difference between Kubra's actual "Net Working Capital" and a target of $11.388 million.

👉 Key takeaway: This is a "locked-box" style price. The final number isn't fixed on signing day—it adjusts based on the actual cash, debt, and working capital Kubra has when the keys are handed over.

🔍 Key Deal Mechanics

• Stock & Options: Repay is buying all the common stock of Kubra's U.S. and Canadian entities. All outstanding employee stock options will be canceled and cashed out. Option holders will get a cash payment based on their number of options and the final deal price.
• Debt Repayment: Part of the deal involves Repay advancing funds to Kubra to pay off all its existing debt, including the $12.5 million owed to the seller's affiliate.
• Transition Services: The seller will provide transition services to Kubra for a period after closing to ensure a smooth handover. The form of this agreement is attached as an exhibit.
• Key Condition: The deal cannot close before June 1, 2026, and is subject to standard regulatory approvals, including Canadian competition and payment regulations.

⚖️ What the Seller is Promising (Representations & Warranties)

The seller (Hearst) makes dozens of legally binding promises about Kubra's business. These cover crucial areas:

• Financials: Kubra's books are accurate, and its financial statements are reliable.
• Assets & Operations: Kubra owns its assets, its contracts are valid, and it's not breaking any laws.
• Liabilities: All debts and legal liabilities have been disclosed. There are no hidden "time bombs."
• Employees & Plans: Employee benefit plans are set up correctly and funded.
• Taxes: All tax returns have been filed, and taxes have been paid.
• Compliance: The business complies with privacy laws (like PIPEDA), anti-corruption laws, and sanctions.

👉 Why it matters: These promises give Repay legal protection. If any of these promises turn out to be false and cause a loss, the seller may be obligated to compensate Repay.

🤝 What Repay is Promising (Buyer's Representations & Covenants)

Repay also makes key promises:

• It is a validly formed corporation with the power to do this deal.
• Entering this agreement won't break any other contracts or laws it's bound by.
• It has secured the necessary debt financing to fund the purchase.
• It is solvent and is buying the company for investment purposes.
• It agrees to operate Kubra in the ordinary course of business until the deal closes.

🛡️ Indemnification: Who Pays for Problems?

This section is the legal safety net.

• Seller's Liability: The seller is on the hook for breaches of its promises (representations & warranties) and for specific "Specified Indemnity Matters" (listed in a schedule).
• Caps and Thresholds: For most breaches, the seller's liability is limited. There's a $11.388 million "deductible" (like an insurance deductible). Repay only gets compensated for losses above this amount, up to a cap of $37.2 million (10% of the Enterprise Value).
• R&W Insurance: Repay has purchased a separate Representations & Warranties Insurance (R&W) Policy to supplement this protection.

📅 What's Next & Key Dates

• Timeline: The parties will work to satisfy all closing conditions (like regulatory approvals).
• Closing Window: The deal will close no earlier than June 1, 2026, and no later than October 27, 2026. If conditions aren't met by then, either party can walk away.
• Public Announcements: Both parties must agree on any press releases about the deal.

⚖️ Big Picture: Strengths & Risks

👍 Strengths / Why This Makes Sense:

• Strategic Fit: Adds a complementary customer communication platform to Repay's payment solutions.
• Clean Structure: Use of R&W insurance and clear indemnification limits Repay's risk.
• Financing Secured: Buyer has a commitment letter for the debt needed to fund the deal.

⚠️ Risks & What Could Go Wrong:

• Closing Delay or Failure: Regulatory hurdles in Canada or other conditions could block or delay the deal.
• Integration Challenges: Merging two technology companies is always complex.
• Final Price Adjustment: The price isn't fully fixed until post-closing adjustments are settled, which could lead to disputes.
• Seller's Financial Backing: Repay's protection ultimately relies on the financial health of Hearst (the seller) to pay any potential claims.

🧠 The Analogy

Buying a house. Repay (the buyer) has agreed on a $372M asking price with Hearst (the seller). But the final cash at closing will adjust based on the cash in the seller's accounts, the remaining mortgage ($12.5M), and whether the home's value (working capital) is above or below an agreed target. The seller promises the foundation isn't cracked, the title is clear, and there are no hidden leaks (representations & warranties). To be extra safe, the buyer also got a home warranty (R&W insurance). Now they just need the bank (regulators) to approve the loan before they get the keys.

📇 Key Contacts & People

• Buyer: Repay Holdings Corporation
• Seller: Hearst Kubra Holdings, Inc.
• Target Companies: Kubra Holdings, Inc. (King US) & Kubra Data Transfer Ltd. (King Canada)
• Notice Addresses: As specified in the agreement (Section 10.2).
• Key Individuals (for "Knowledge" definition): Richard Watkin, Mariam Chaudry, Tony Di Iorio, Shazir Khan, Mark Visic, Laura Iantorno, and Steven Ryan.

🧩 Final Takeaway

Repay Holdings is acquiring Kubra for a base of $372 million, with the final price adjusting for Kubra's closing balance sheet. This is a strategic move to bolt on a customer communications platform to Repay's payment processing business. The deal is structured with clear seller promises, liability limits, and insurance, and is expected to close in mid-2026.