BTRS Holdings Inc. Announces Expiration and Results of Exchange Offer and Consent Solicitation Relating to its Warrants
December 17 2021 - 3:05PM
Business Wire
BTRS Holdings Inc. (“Billtrust” or the “Company”) (NASDAQ:
BTRS), a B2B accounts receivable (AR) automation and integrated
payments leader, announced today the expiration and results of its
previously announced exchange offer (the “Offer”) and consent
solicitation (the “Consent Solicitation”) relating to its
outstanding warrants, each whole warrant exercisable for one share
of Class 1 Common Stock, $0.0001 par value per share (“Common
Stock”), of the Company, at an exercise price of $11.50 per share
(the “Warrants”). The Offer and Consent Solicitation expired one
minute after 11:59 p.m., Eastern Standard Time, on December 16,
2021.
The Company has been advised that 12,391,408 Warrants (including
30,171 Warrants tendered through guaranteed delivery), or
approximately 99.2% of the outstanding Warrants, were validly
tendered and not validly withdrawn prior to the expiration of the
Offer and Consent Solicitation. The Company expects to accept all
validly tendered Warrants for exchange and settlement on or before
December 21, 2021.
In addition, pursuant to the Consent Solicitation, the Company
received the approval of approximately 99.2% of the outstanding
Warrants to amend the warrant agreement that governs the Warrants
(the “Warrant Amendment”), which exceeds the 50% of the outstanding
Warrants required to effect the Warrant Amendment. Accordingly, the
Company and Continental Stock Transfer & Trust Company entered
into the Warrant Amendment, dated December 17, 2021, and the
Company announced that it will exercise its right to exchange all
remaining outstanding Warrants for shares of Common Stock in
accordance with the terms of the Warrant Amendment, and has fixed
December 31, 2021 as the exchange date.
The Company also announced that its Registration Statement on
Form S-4 filed with the U.S. Securities and Exchange Commission
(the “SEC”) registering shares of Common Stock issuable in the
Offer was declared effective by the SEC on December 16, 2021.
BofA Securities, Inc. was the Dealer Manager for the Offer and
Consent Solicitation. D.F. King & Co., Inc. served as the
Information Agent for the Offer and Consent Solicitation, and
Continental Stock Transfer & Trust Company served as the
Exchange Agent.
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.
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 filed with the SEC registering
shares of Common Stock issuable in the Offer was declared effective
by the SEC on December 16, 2021.
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 “expect,” “will” or other
similar expressions that predict or indicate future events that are
not statements of historical matters. These forward-looking
statements include, but are not limited to, statements regarding
Billtrust’s acceptance of all validly tendered Warrants for
exchange of shares of Common Stock in the Offer and settlement
thereof and the subsequent exercise of Billtrust’s right to
exchange the remaining outstanding Warrants pursuant to the Warrant
Amendment. 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
exchange the remaining Warrants pursuant to the Warrant Amendment;
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
Prospectus/Exchange Offer filed with the SEC on December 16, 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, except as
may be required by law. 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/20211217005615/en/
Investor: John T. Williams IR@billtrust.com
BTRS (NASDAQ:BTRS)
Historical Stock Chart
From Jun 2024 to Jul 2024
BTRS (NASDAQ:BTRS)
Historical Stock Chart
From Jul 2023 to Jul 2024