8-K

BILL.COM HOLDINGS, INC.

Date: June 1, 2021

/s/ Raj Aji

General Counsel, Chief Compliance Officer and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2021

Bill.com Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

001-39149

83-2661725

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

6220 America Center Drive, Suite 100

San Jose, California 95002

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 621-7700

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.00001

BILL

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01

Completion of Acquisition or Disposition of Assets.

Agreement and Plan of Merger

On June 1, 2021, Bill.com Holdings, Inc. (the “Company”) completed its previously announced acquisition of DivvyPay, Inc., a Delaware corporation (“DivvyPay”), pursuant to the terms of an Agreement and Plan of Merger, dated as of May 6, 2021 (the “Merger Agreement”), with the Company, certain of the Company’s subsidiaries, DivvyPay and Shareholder Representative Services LLC, in its capacity as the representative of certain DivvyPay securityholders. Pursuant to the terms of the Merger Agreement, DivvyPay became a wholly owned subsidiary of the Company.

Upon consummation of the transactions contemplated by the Merger Agreement (the “Closing”), all outstanding shares of DivvyPay capital stock, options to purchase shares of DivvyPay capital stock and warrants to purchase shares of DivvyPay capital stock, in each case other than as set forth in the following proviso, were cancelled in exchange for the right to receive an aggregate of 10,192,274 shares of common stock of the Company, par value $0.00001 per share (“Bill.com Common Stock”) (the “Stock Consideration”); provided, that (a) shares of DivvyPay capital stock held by unaccredited stockholders, and certain vested options to purchase shares of DivvyPay capital stock were cancelled in exchange for the right to receive an aggregate amount in cash equal to approximately $36.4 million in lieu of shares of Bill.com Common Stock, (b) certain vested and unvested options to purchase shares of DivvyPay capital stock, in each case, held by employees of DivvyPay who became, upon Closing, employees of the Company or any of its subsidiaries have been assumed by the Company and became vested and unvested options, as applicable, to purchase 657,121 shares of Bill.com Common Stock, and (c) all other outstanding unvested options to purchase shares of DivvyPay capital stock were cancelled for no consideration. A portion of the aggregate consideration payable to certain of the DivvyPay securityholders is being held in escrow (a) to secure certain indemnification obligations of such Company securityholders and (b) in connection with certain post-closing purchase price adjustment mechanisms. In addition, the Company has established a retention pool in the form of 953,776 restricted stock units covering shares of Bill.com Common Stock that will be granted to certain DivvyPay employees in accordance with the terms of the Merger Agreement.

The Company issued the Stock Consideration described herein in reliance upon the exemptions from registration afforded by Section 4(a)(2) and Rule 506 promulgated under the Securities Act of 1933, as amended.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement, which will be filed as an exhibit to the earlier to be filed of (i) the Company’s Annual Report on Form 10-K for the year ended June 30, 2021 and (ii) a Resale Registration Statement on Form S-3 covering the resale of the Stock Consideration.

Press Release

On June 1, 2021, the Company issued a press release announcing the Closing. The press release is furnished herewith as Exhibit 99.1.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth above under Item 2.01 relating to the Stock Consideration is hereby incorporated by reference into this Item 3.02.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit Number		Description

99.1		Press release, dated June 1, 2021.

104		Cover Page Interactive Data File - the cover page 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.

Exhibit 99.1

LOGO

Bill.com Completes Acquisition of Divvy

Extends platform with leading spend management capabilities

Creates a one-stop shop solution for SMBs to automate their financial operations and manage all their B2B spend

SAN JOSE, CALIF. — June 1, 2021 - Bill.com (NYSE:BILL), a leading provider of cloud-based software that simplifies, digitizes, and automates complex back-office financial operations for small and midsize businesses (SMBs), announced today it has completed its acquisition of Divvy, a leader in spend management, for approximately $2.5 billion in stock and cash.

“We are thrilled to welcome the Divvy team to Bill.com,” said René Lacerte, Bill.com CEO and Founder. “Together, we can help SMBs manage all their B2B spend and workflow with one simple solution, saving them valuable time and money and providing real-time insight into their spend and cash flow. With the elegant spend management solution that the Divvy team brings, their dedication to serving SMBs, and their passion for driving innovation, together we can accelerate our vision to help SMBs transform, grow, and thrive by automating their financial operations.”

“We are excited to join Bill.com and offer our customers and millions of businesses a comprehensive payments solution that saves them time and money,” said Blake Murray, Divvy CEO and Co-Founder. “We have a shared vision to be the one-stop shop for credit and financial software. Together we achieve that vision faster and are better able to serve business owners and finance leaders.”

The acquisition of Divvy supports Bill.com’s mission to make it simple to connect and do business. The expanded solution will enable businesses to digitally transform their financial operations and automatically manage accounts payable, accounts receivable, and corporate card spend all in one place. With real-time insight into all their B2B spending and access to multiple payment solutions, businesses will be empowered to spend smarter, better manage their budgets and cash flow, and simplify their back-office financial operations.

Testimonials

“We see the combination of Bill.com and Divvy as potentially very valuable to small and mid-sized businesses because it creates a single software company focused on helping them to manage, track and control all their business to business spending versus them having to stitch together a number of point solutions.” — Kevin Permenter, Research Manager at IDC

“Bill.com and Divvy are both really easy to use and tailor-made for small businesses. I’m excited that two tools that I love are coming together.” — Nik Hurley, Finance Manager, Bloom Credit

“Bill.com and Divvy have both played a huge role in transforming our office operations while also significantly impacting our employee culture. Being a distributed workforce across multiple cities and countries, we needed digital solutions that supported our critical back-end functions while also supporting employee perks with the benefits of fund allocations. I’m excited to see this acquisition as Bill.com builds an all-in-one financial shop, creating a streamlined solution to manage financial workflows and transactions. If it isn’t already, Bill.com should be a part of every B2B business’ tech stack both for finance and operations.” — Jim Benton, CEO, Chorus.ai

“A key benefit of both products is our ability to have a controlled budget in one place. The result? It saves room in my head and leaves more time for compliance, timelines, and production schedules.” — Hunter Thompson, Head of Operations at Golden Ratio

“The Bill.com Divvy acquisition is the first time that two really solid products are coming together — the combination has the potential to be industry changing.” — Dan Luthi, COO, Ignite Spot Accounting

“Together these products deliver a win-win for our firm and our clients. EisnerAmper’s value proposition is focused on providing efficiency and value to our clients, so they can focus on their business. The brand and quality of service that Bill.com delivers combined with a great spend management product like Divvy will help us automate the flow of bills and expenses into one.” — John DeLalio, Managing Director, EisnerAmper

Transaction Information

Bill.com intends to provide a financial update on its regularly scheduled fourth quarter earnings call. Goldman Sachs & Co. LLC served as financial advisor and Fenwick & West LLP served as legal counsel to Bill.com. Financial Technology Partners (FT Partners) served as strategic and financial advisor and Morrison & Foerster LLP served as legal counsel to Divvy.

Cautionary Language Concerning Forward-Looking Statements

This press release contains forward-looking statements relating to expectations, plans, and prospects including expectations relating to the benefits that will be derived from this transaction. These forward-looking statements are based upon the current expectations and beliefs of Bill.com’s management as of the date of this release, and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements including, without limitation, the risk of adverse and unpredictable macro-economic conditions, risks related to the ability of the parties to satisfy the closing conditions in a timely fashion or at all, and risks related to the integration of the companies. All forward-looking statements in this press release are based on information available to the Company as of the date hereof, and Bill.com disclaims any obligation to update these forward-looking statements.

About Bill.com

Bill.com is a leading provider of cloud-based software that simplifies, digitizes, and automates complex, back-office financial operations for small and midsize businesses. Customers use the Bill.com platform to manage end-to-end financial workflows and to process payments. The Bill.com AI-enabled, financial software platform creates connections between businesses and their suppliers and clients. It helps manage cash inflows and outflow. The company partners with several of the largest U.S. financial institutions, the majority of the top 100 U.S. accounting firms, and popular accounting software providers. Bill.com has offices in San Jose, California and Houston, Texas. For more information visit www.bill.com.

About Divvy

Divvy modernizes finance for business by combining expense management software and smart corporate cards into a single platform. With Divvy, finance leaders get real-time visibility into their company spend and flexible controls that prevent teams from ever going over budget. By providing the capital and financial software they need, Divvy helps businesses in every industry to thrive. Divvy is headquartered in Draper, Utah. For more information visit https://getdivvy.com.

Source: Bill.com

IR Contact:

Karen Sansot

[email protected]

Press Contact:

Oriana Branon

[email protected]

619-997-0299