Bill.com Announces Closing of $575.0 Million of 0% Convertible Senior Notes due 2027, Including Full Exercise of Initial Purchasers’ $75.0 Million Option to Purchase Additional Notes
September 24 2021 - 4:06PM
Business Wire
Bill.com Holdings, Inc. (NYSE: BILL) (“Bill.com”) today
announced that it has closed its offering of 0% convertible senior
notes due 2027 (the “notes”) for gross proceeds of $575.0 million.
The proceeds include the full exercise of the $75.0 million option
granted by Bill.com to the initial purchasers of the notes. The
notes were 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”).
The notes are senior, unsecured obligations of Bill.com, will
not bear regular interest, and the principal amount of the notes
will not accrete. 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 are
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.
The notes have an initial conversion rate of 2.4108 shares of
common stock per $1,000 principal amount of notes (which is subject
to adjustment in certain circumstances). This is equivalent to an
initial conversion price of approximately $414.80 per share. The
initial conversion price represents a premium of approximately
52.5% above the price to the public of $272.00 per share of the
common stock offered in Bill.com’s concurrent common stock
offering.
Holders of the notes 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 special
interest, upon the occurrence of a fundamental change (as defined
in the indenture relating to the notes). Bill.com is also 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
are 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 the common
stock has been at least 130% of the conversion price then in effect
for a specified period of time.
Bill.com estimates that the net proceeds from the offering will
be approximately $560.1 million, after deducting the initial
purchasers’ discount and estimated offering expenses payable by
Bill.com. Bill.com used approximately $37.9 million 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 and the full
exercise of the option by the initial purchasers to purchase
additional notes, Bill.com entered 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.
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 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 the expected use of net proceeds of the
offering. Factors that may contribute to such differences include,
but are not limited to, risks related to prevailing market and
other general economic, industry or political conditions in the
United States or internationally, the impact of COVID-19 and the
expected use of the net proceeds from the offering, which could
change as a result of market conditions. 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20210924005513/en/
IR Contact: Karen Sansot ksansot@hq.bill.com
Press Contact: Oriana Branon obranon@hq.bill.com
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