BILL Holdings, Inc 8-K, filed Sep 21, 2021
BILL Holdings, Inc. (BILL)
About this 8-K
BILL Holdings, Inc filed this 8-K on September 21, 2021.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On September 21, 2021, Bill.com Holdings, Inc. (the “Company”) issued a press release announcing that it proposed to offer, subject to market conditions and other factors, $500.0 million aggregate principal amount of convertible senior notes due in 2027 (the “notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company also announced its intent to grant to the initial purchasers of the notes an option to purchase, within a 13-day period from, and including, the date on which the notes are first issued, up to an additional $75.0 million aggregate principal amount of notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On September 21, 2021, the Company issued an additional press release announcing that it proposed to offer, subject to market conditions and other factors, $1.0 billion in shares of its common stock (the “Common Stock”). The Company also announced its intent to grant the underwriters an option to purchase, within a 30-day period from, and including, the date on which the shares are first issued, up to an additional $150.0 million in shares of Common Stock. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release, dated September 21, 2021. | |
| 99.2 | Press Release, dated September 21, 2021. | |
| 104 | Cover Page Interactive Data File (the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BILL.COM HOLDINGS, INC. | ||||
| Date: September 21, 2021 | By: | /s/ John Rettig | ||
| John Rettig | ||||
| Chief Financial Officer and Executive Vice President, Finance and Operations | ||||
Exhibit 99.1
Bill.com to Offer $500.0 Million of Convertible Senior Notes due 2027
SAN JOSE, CALIF., September 21, 2021 – Bill.com Holdings, Inc. (NYSE: BILL) (“Bill.com”) today announced that it proposes to offer $500 million aggregate principal amount of convertible senior notes due 2027 (the “notes”), subject to market conditions and other factors. The notes are to be offered and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Bill.com also intends to grant the initial purchasers of the notes an option to purchase, within a 13-day period from, and including the date on which the notes are first issued, up to an additional $75.0 million aggregate principal amount of notes.
The notes will be senior, unsecured obligations of Bill.com, and interest will be payable semiannually in arrears.
The notes will mature on April 1, 2027, unless earlier converted, redeemed or repurchased in accordance with the terms of the notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding January 1, 2027, the notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of Bill.com’s common stock (the “common stock”), cash or a combination of cash and shares of common stock, at the election of Bill.com.
Holders of the notes will have the right to require Bill.com to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the notes). Bill.com will also be required to increase the conversion rate for holders who convert their notes in connection with certain fundamental changes or a redemption notice, as the case may be, prior to the maturity date. The notes will be redeemable, in whole or in part, for cash at Bill.com’s option at any time, and from time to time, on or after October 5, 2024, but only if the last reported sale price per share of Bill.com’s common stock has been at least 130% of the conversion price then in effect for a specified period of time.
The interest rate, conversion rate, offering price and other terms are to be determined upon pricing of the notes.
Bill.com intends to use a portion of the net proceeds to pay the cost of the capped call transactions described below. Bill.com intends to use the remaining net proceeds for general corporate purposes, which may include working capital, capital expenditures and potential acquisitions and strategic transactions. From time to time, Bill.com
evaluates potential acquisitions and strategic transactions involving businesses, technologies or products. However, Bill.com has not designated any specific uses and has no current agreements with respect to any acquisitions or strategic transactions.
In connection with the pricing of the notes, Bill.com expects to enter into capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates and/or other financial institutions (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to the common stock upon any conversion of the notes and/or offset any cash payments Bill.com is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Bill.com expects to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties and/or their respective affiliates expect to purchase shares of the common stock and/or enter into various derivative transactions with respect to the common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of the common stock or the notes at that time.
In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling the common stock or any other securities of Bill.com in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes/may do so following any conversion, repurchase or redemption of the notes by Bill.com to the extent it exercises the relevant election under the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of the common stock or the notes, which could affect the holder’s ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the number of shares and the value of the consideration that the holder would receive upon conversion of the notes.
If the initial purchasers exercise their option to purchase additional notes, Bill.com may use the resulting additional proceeds of the sale of the additional notes to pay the cost of entering into the additional capped call transactions and for general corporate purposes, which may include working capital, capital expenditures and potential acquisitions and strategic transactions.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities (including the shares of the common stock, if any, into which the notes are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the notes will be made only by means of a private offering memorandum.
The notes and any shares of the common stock issuable upon conversion of the notes have not been registered under the Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
Cautionary Statement Regarding Forward-Looking Statements
This press release may include forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “should,” “will” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements in this press release may include but are not limited to statements regarding Bill.com’s proposed offering of the notes and expected use of net proceeds of the offering. Factors that may contribute to such differences include, but are not limited to, risks related to whether Bill.com will consummate the offering of the notes on the expected terms, or at all, the anticipated principal amount of the notes, which could differ based upon market conditions, whether the capped call transactions will become effective, the expected use of the net proceeds from the offering, which could change as a result of market conditions or for other reasons, prevailing market and other general economic, industry or political conditions in the United States or internationally, the impact of COVID-19, and whether Bill.com will be able to satisfy the conditions required to close any sale of the notes. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. For information about other potential factors that could affect Bill.com’s business and financial results, please review the “Risk Factors” described in Bill.com’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021 filed with the Securities and Exchange Commission (the “SEC”) and in Bill.com’s other filings with the SEC. These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein. Bill.com disclaims any obligation to update these forward-looking statements.
IR Contact:
Karen Sansot
ksansot@hq.bill.com
Press Contact:
Oriana Branon
obranon@hq.bill.com
Exhibit 99.2
Bill.com to Offer $1.0 Billion of Common Stock
SAN JOSE, CALIF., September 21, 2021 – Bill.com Holdings, Inc. (NYSE: BILL) (“Bill.com”) today announced that it proposes to offer pursuant to an underwritten public offering (the “offering”) $1.0 billion in shares of its common stock (the “shares”), subject to market conditions and other factors. Bill.com also intends to grant the underwriters of the shares a 30-day option to purchase up to an additional $150.0 million in shares.
Goldman Sachs & Co. LLC, BofA Securities, Inc, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are acting as joint book-running managers for the offering. Jefferies LLC, Deutsche Bank Securities Inc., Barclays Capital Inc. and KeyBanc Capital Markets Inc. are acting as bookrunners for the offering. Canaccord Genuity LLC, Needham & Company, LLC, Nomura Securities International, Inc., Oppenheimer & Co. Inc., Piper Sandler & Co. and William Blair & Company, L.L.C., are acting as co-managers for the offering.
The offering will be made pursuant to Bill.com’s automatic shelf registration statement (which includes a base prospectus), which Bill.com filed with the Securities and Exchange Commission (the “SEC”) today and automatically became effective upon filing, and a preliminary prospectus supplement related to the offering (together with such base prospectus, the “preliminary prospectus”) which Bill.com also filed with the SEC today. Before investing in the shares, investors should read the preliminary prospectus, including the documents incorporated by reference therein, and any free writing prospectus related to the offering. These documents may be obtained for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, copies may be obtained from Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by email at Prospectus-ny@ny.email.gs.com or by phone at 1-866-471-2526; BofA Securities, Attention: Prospectus Department, by email at dg.prospectus_requests@bofa.com; J.P. Morgan Securities LLC, Attention: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmchase.com, or by phone at 1-866-803-9204; or from Morgan Stanley & Co. LLC Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014.
Bill.com intends to use the net proceeds of the offering for general corporate purposes, which may include working capital, capital expenditures and potential acquisitions and strategic transactions. From time to time, Bill.com evaluates potential acquisitions and strategic transactions involving businesses, technologies or products. However, Bill.com has not designated any specific uses and has no current agreements with respect to any acquisitions or strategic transactions.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The securities being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, the base prospectus contained therein or the preliminary prospectus supplement.
Cautionary Statement Regarding Forward-Looking Statements
This press release may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “should,” “will” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements in this press release may include but are not limited to statements regarding Bill.com’s proposed offering of the shares and expected use of net proceeds of the offering. Factors that may contribute to such differences include, but are not limited to, risks related to whether Bill.com will consummate the offering of the shares on the expected terms, or at all, the anticipated dollar amount of shares to be sold in the offering, which could differ based upon market conditions, the expected use of the net proceeds from the offering, which could change as a result of market conditions or for other reasons, prevailing market and other general economic, industry or political conditions in the United States or internationally, the impact of COVID-19, and whether Bill.com will be able to satisfy the conditions required to close any sale of the shares. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. For information about other potential factors that could affect Bill.com’s business and financial results, please review the “Risk Factors” described in Bill.com’s registration statement on Form S-3 and the preliminary prospectus and in Bill.com’s other filings with the SEC, including Bill.com’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021. These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein. Bill.com disclaims any obligation to update these forward-looking statements.
IR Contact:
Karen Sansot
ksansot@hq.bill.com
Press Contact:
Oriana Branon
obranon@hq.bill.com