Forager Capital Management LLC, the largest shareholder of Atlanta-based Repay Holdings Corp., is publicly pressuring the fintech company’s board after directors declined to engage on its $4.80-per-share acquisition proposal.
Forager Management sent an open letter dated May 18 to shareholders of Repay, a fintech company that provides integrated payment processing solutions and electronic payment technology.
Forager — a Birmingham, Ala.-based hedge fund and investment advisory firm that says it beneficially owns about 13 percent of Repay’s outstanding shares — accused the board of refusing “any meeting regarding our all-cash offer to purchase all outstanding common stock of Repay at $4.80 per share.”
The firm said the Repay board’s rejection in April of the offer — which it described as a 75 percent premium — raises concerns about whether directors are acting in shareholders’ best interests.
“We were not surprised by the Board’s initial response. Directors asked to evaluate a transaction that could eliminate their roles are placed in a difficult and conflicting position. Saying ‘no’ is easy. Delaying is easy. In many situations, buyers eventually lose interest, move on, and the status quo prevails,” according to the letter signed by Forager Management. “Saying ‘no’ is even a reasonable first step for a Board attempting to negotiate better terms for stockholders.
“But refusing to meaningfully engage with a buyer offering a 75 percent premium all-cash proposal suggests the Board is more focused on avoiding a transaction to preserve its positions than determining whether a superior outcome is achievable for stockholders,” they added. “How can the Board credibly claim it is acting in your best interests when it has refused to determine whether additional value, better terms, or other protections may be attainable through engagement?”
Forager also criticized the board for adopting a “poison pill” without shareholder approval, and questioned the company’s recent capital allocation decisions, particularly its pending acquisition of KUBRA, a B2B technology company that provides cloud-based customer experience management and digital billing solutions.
Repay’s assertion that the $4.80 offer “significantly undervalued” the company conflicts with the company’s own decision-making, according to Forager’s letter.
“Today, Repay can repurchase its own shares in the public market at $3.47 per share, nearly a 40 percent discount to the supposedly ‘significantly undervalued’ price of $4.80,” wrote Forager.
Instead of buying back shares, Forager said Repay committed $372 million to acquire KUBRA despite Repay’s entire market capitalization being about $305 million.
According to the letter, Repay has said KUBRA will become 25 percent free-cash-flow accretive by 2028, which Forager calculated would equate to roughly a 4 percent yield on the purchase price.
“By comparison, every dollar used to repurchase Repay common stock at the current trading price would imply nearly 40 percent upside just to reach our existing proposal price of $4.80 per share,” the firm’s managers wrote. “That comes with no execution risk.”
Forager Management added that the board’s position cannot be reconciled with its capital allocation decisions: “if $4.80 is truly ‘significantly undervalued,’ then repurchasing Repay shares at $3.47 is mathematically a better investment than KUBRA,” they wrote.
The hedge fund also pointed to Repay’s historical performance and acquisition strategy, arguing shareholders have not benefited from the board’s long-term strategy.
“Since Repay became a public company on July 11, 2019, the Company has completed eight acquisitions with an aggregate announced value of approximately $912.5 million,” wrote Forager, listing acquisitions including TriSource, APS Payments, BillingTree, Kontrol, and Payix.
Despite those deals, Forager said Repay’s current enterprise value stands at roughly $673 million, excluding tax receivable agreement liabilities.
“This is not the track record of a Board that has earned the right to ask stockholders to sign up for the sequel,” the letter stated.
At the same time, the firm also highlighted Repay’s prior strategic review process announced in March 2025, noting the stock traded around $7 per share at the time.
Forager Management said the board ultimately declined to pursue a transaction, and before its current proposal became public roughly 13 months later, shares had fallen to about $2.30.
Additionally, Forager criticized the performance history of several directors, stating that “Collectively, Paul Garcia, Maryann Goebel, Pete Kight, and Richard Thornburgh have served on 14 outside public company boards over the course of the last 10 years. Across those board tenures, the median cumulative performance trailed the S&P 500 by approximately 57 percent.”
The firm said it remains prepared to move forward with a deal and urged shareholders to question the board’s unwillingness to negotiate.
“We remain ready to engage immediately,” Forager wrote. “Our advisors and counsel are prepared to begin diligence and negotiate a transaction document. Stockholders should expect meaningful engagement and a credible explanation for why that engagement has been refused.”
As of 2 p.m. Wednesday, Repay was trading at $3.37 per share on the NASDAQ. The company said in a May 4 statement that its board unanimously determined that Forager’s proposal significantly undervalues the company “and is therefore not in stockholders’ best interests.” It has not yet responded to Forager’s newest letter.
“The Board always values stockholder input, including from Forager Capital, as it evaluates opportunities that are in the best interests of the Company and its stockholders,” Repay said. “The Company remains committed to executing its strategic plan and maximizing long-term stockholder value.”