BTRS Holdings Inc. Announces Completion of Exchange Offer and Consent Solicitation
December 21 2021 - 3:05PM
Business Wire
BTRS Holdings Inc. (“Billtrust” or the “Company”) (NASDAQ:
BTRS), a B2B accounts receivable (AR) automation and integrated
payments leader, today announced the closing 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 Company issued 3,715,441 shares of Common Stock in exchange for
the Warrants tendered in the Offer.
Also, as previously announced, the Company and Continental Stock
Transfer & Trust Company entered into the Warrant Amendment,
dated December 17, 2021. Pursuant to the Warrant Amendment, the
Company exercised 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. Following such exchange, no Warrants will remain
outstanding.
The Company engaged BofA Securities, Inc. as 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on conventional processes that are outdated, inefficient, manual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.
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 “will,” “expect,” 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 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20211221005715/en/
Investor Contact: John T. Williams IR@billtrust.com
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