BTRS Holdings Inc. (“Billtrust” or the “Company”) (NASDAQ:
BTRS), a B2B accounts receivable (AR) automation and integrated
payments leader, today announced that it has commenced an exchange
offer (the “Offer”) and consent solicitation (the “Consent
Solicitation”) relating to its warrants, each whole warrant
exercisable for one share of Class 1 Common Stock, par value 0.0001
per share (“Common Stock”), of the Company, at an exercise price of
$11.50 per share (the “Warrants”). The purpose of the Offer and
Consent Solicitation is to simplify the Company’s capital structure
and reduce the potential dilutive impact of the Warrants, thereby
providing the Company with more flexibility for financing its
operations in the future.
The Company is offering to all holders of the Warrants the
opportunity to receive 0.30 shares of Common Stock in exchange for
each Warrant tendered by the holder and exchanged pursuant to the
Offer. Pursuant to the Offer, the Company is offering up to an
aggregate of 3,749,307 shares of its Common Stock in exchange for
the Warrants.
Concurrently with the Offer, the Company is also soliciting
consents from holders of the Warrants to amend the warrant
agreement that governs all of the Warrants (the “Warrant
Agreement”) to permit the Company to require that each Warrant that
is outstanding upon the closing of the Offer be converted into 0.27
shares of Common Stock, which is a ratio 10% less than the exchange
ratio applicable to the Offer (such amendment, the “Warrant
Amendment”). Pursuant to the terms of the Warrant Agreement, all
except certain specified modifications or amendments require the
vote or written consent of holders of 50% of the Warrants.
Accordingly, the adoption of the Warrant Amendment will require the
consent of holders of 50% of the Warrants. Parties representing
approximately 56.44% of the Warrants have agreed to tender their
Warrants in the Offer and to consent to the Warrant Amendment in
the Consent Solicitation, pursuant to a tender and support
agreement. Accordingly, if the other conditions of the Offer are
satisfied or waived, then the Warrant Amendment will be adopted.
The offering period will expire at one minute after 11:59 p.m.,
Eastern Standard Time, on December 16, 2021, or such later time and
date to which the Company may extend, as described in the Company’s
Schedule TO and Prospectus/Offer to Exchange (the “Expiration
Date”). Tendered Warrants may be withdrawn by holders at any time
prior to the Expiration Date.
The Offer and Consent Solicitation are being made pursuant to a
Prospectus/Offer to Exchange dated November 18, 2021, and Schedule
TO, dated November 18, 2021, each of which have been filed with the
U.S. Securities and Exchange Commission (“SEC”) and more fully set
forth the terms and conditions of the Offer and Consent
Solicitation.
The Company’s Class 1 Common Stock is listed on The Nasdaq
Global Select Market under the symbol “BTRS.” The Company’s
Warrants are listed on The Nasdaq Capital Market under the symbol
“BTRSW.” As of November 18, 2021, a total of 12,497,692 Warrants
were outstanding.
The Company has engaged BofA Securities, Inc. as the Dealer
Manager for the Offer and Consent Solicitation. Any questions or
requests for assistance concerning the Offer and Consent
Solicitation may be directed to BofA Securities, Inc. at (888)
803-9655 (toll-free). D.F. King & Co., Inc. has been appointed
as the Information Agent for the Offer and Consent Solicitation,
and Continental Stock Transfer & Trust Company has been
appointed as the Exchange Agent. Requests for documents should be
directed to D.F. King & Co., Inc. at (800) 628-8538 (for
Warrant holders) or (212) 269-5550 (for banks and brokers) or via
the following email address: btrs@dfking.com.
About Billtrust
Billtrust (NASDAQ: BTRS) is a leading provider of cloud-based
software and integrated payment processing solutions that simplify
and automate B2B commerce. Accounts receivable is broken and relies
on conventional processes that are outdated, inefficient, manual
and largely paper based. Billtrust is at the forefront of the
digital transformation of accounts receivable, providing
mission-critical solutions that span credit decisioning and
monitoring, online ordering, invoice delivery, payments and
remittance capture, cash application and collections. For more
information, visit Billtrust.com.
Important Additional Information Has Been Filed with the
SEC
The Offer described in this press release commenced on November
18, 2021. On November 18, 2021, a registration statement on Form
S-4 (the “Prospectus/Offer to Exchange”) and an exchange offer
statement on Schedule TO (the “Schedule TO”), including an offer to
exchange, a letter of transmittal and related documents, were filed
with the SEC by Billtrust. The offer to exchange the outstanding
Warrants of Billtrust will only be made pursuant to the
Prospectus/Offer to Exchange and Schedule TO, including related
documents filed as a part of the exchange offer. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS/OFFER TO EXCHANGE
AND SCHEDULE TO FILED OR TO BE FILED WITH THE SEC CAREFULLY, AS
THEY MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND
SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION
REGARDING THE EXCHANGE OFFER, INCLUDING THE TERMS AND CONDITIONS OF
THE EXCHANGE OFFER. Investors and security holders may obtain a
free copy of these statements (when available) and other documents
filed with the SEC at the website maintained by the SEC at
www.sec.gov or by directing such requests to D.F. King & Co.,
Inc. at (800) 628-8538 (for Warrant holders) or (212) 269-5550 (for
banks and brokers) or via the following email address:
btrs@dfking.com. Investors and security holders may also obtain, at
no charge, the documents filed or furnished to the SEC by Billtrust
under the “Investors” section of Billtrust’s website at
investors.billtrust.com.
No Offer or Solicitation
This press release shall not constitute an offer to exchange or
the solicitation of an offer to exchange or the solicitation of an
offer to purchase any securities, nor shall there be any exchange
or sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. A
registration statement on Form S-4 relating to the securities to be
issued in the Offer has been filed with the SEC but has not yet
become effective. Such securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement
becomes effective. The Offer and Consent Solicitation are being
made only through the Schedule TO and Prospectus / Offer to
Exchange, and the complete terms and conditions of the Offer and
Consent Solicitation are set forth in the Schedule TO and
Prospectus / Offer to Exchange.
None of the Company, any of its management or its board of
directors, or the Information Agent, the Exchange Agent or the
Dealer Manager makes any recommendation as to whether or not
holders of Warrants should tender Warrants for exchange in the
Offer or consent to the Warrant Amendment in the Consent
Solicitation.
Forward-Looking Statements
Certain statements made in this press release are
“forward-looking statements.” Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “will,” “expect,” “anticipate,”
“believe,” “seek,” “target,” “guidance,” “outlook“ or other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. These
forward-looking statements may include, but are not limited to,
statements regarding the consummation of the Offer and Consent
Solicitation, the entry into the Warrant Amendment, and the effects
of the Offer on our capital structure. These statements are based
on various assumptions, whether or not identified in this press
release, and on the current expectations of Billtrust’s management
and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and may differ
from assumptions. Many actual events and circumstances are beyond
the control of Billtrust. These forward-looking statements are
subject to a number of risks and uncertainties, including
Billtrust’s ability to successfully complete the Offer and Consent
Solicitation; Billtrust’s ability to attract and retain customers
and expand customers’ use of Billtrust’s services; market,
financial, political and legal conditions; the impact of the
COVID-19 pandemic on Billtrust’s business and the global economy;
risks relating to the uncertainty of the projected financial and
operating information with respect to Billtrust; risks related to
future market adoption of Billtrust’s offerings; risks related to
Billtrust’s marketing and growth strategies; risks related to
expanding Billtrust's operations outside the United States; risks
related to Billtrust's ability to acquire or invest in businesses,
products, or technologies that may complement or expand its
products or platforms, enhance its technical capabilities, or
otherwise offer growth opportunities; the effects of competition on
Billtrust’s future business; and the risks discussed in Billtrust’s
Registration Statement on Form S-4 filed on November 18, 2021,
under the heading “Risk Factors” and other documents of Billtrust
filed, or to be filed, with the SEC. If any of these risks
materialize or any of Billtrust’s assumptions prove incorrect,
actual results could differ materially from the results implied by
these forward-looking statements. There may be additional risks
that Billtrust presently does not know of or that Billtrust
currently believes are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. In addition, forward-looking statements reflect
Billtrust’s expectations, plans or forecasts of future events and
views as of the date of this press release. Billtrust anticipates
that subsequent events and developments will cause Billtrust’s
assessments to change. However, while Billtrust may elect to update
these forward-looking statements at some point in the future,
Billtrust specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as
representing Billtrust’s assessments as of any date subsequent to
the date of this press release. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211118005861/en/
Investor: John T. Williams IR@billtrust.com Media:
Paul Accardo PR@billtrust.com
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