UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| 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:
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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 5.07 Submission of Matters to a Vote of Security Holders.
On December 13, 2022, BTRS Holdings Inc., a Delaware corporation (“Billtrust” or the “Company”), convened a special meeting of stockholders (the “Special Meeting”) to consider and vote upon certain proposals related to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of September 28, 2022, by and among the Company, Bullseye FinCo, Inc., a Delaware corporation (“Parent”), and Bullseye Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for, among other things, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. As a result of the Merger, the Company will no longer be publicly held. The Company’s common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended.
There were 164,717,883 shares of common stock, par value $0.0001 per share, of Billtrust (the “Billtrust common stock”), issued and outstanding as of November 4, 2022, the record date for the Special Meeting (the “Record Date”). At the Special Meeting, the holders of 137,994,502 shares of Billtrust common stock were present or represented by proxy, representing approximately 83.78% of the total outstanding shares of Billtrust common stock as of the Record Date, which constituted a quorum.
At the Special Meeting, the following proposals were voted upon (each of which is described in greater detail in the definitive proxy statement filed by Billtrust with the Securities and Exchange Commission on November 10, 2022):
Proposal 1 – Merger Proposal: To adopt the Merger Agreement.
Proposal 2 – Merger Compensation Proposal: To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the Merger.
Proposal 3 – Adjournment Proposal: To approve an adjournment of the Special Meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the Merger Agreement, if there are not sufficient votes at the time of such adjournment to adopt the Merger Agreement.
Each proposal was approved by the requisite vote of Billtrust’s stockholders. Although Proposal 3 was approved, the adjournment of the Special Meeting was not necessary because Billtrust’s stockholders approved Proposal 1. A summary of the voting results for each proposal is set forth below.
Proposal 1 – Merger Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 134,885,353 | 25,337 | 3,083,812 | 0 |
Proposal 2 – Merger Compensation Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 130,124,751 | 4,736,044 | 3,133,707 | 0 |
Proposal 3 – Adjournment Proposal
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||
| 134,198,118 | 3,682,281 | 114,103 | 0 |
The Merger is expected to close in the fourth quarter of 2022, subject to customary closing conditions.
Item 8.01 Other Events.
On December 13, 2022, Billtrust issued a press release announcing the results of the Special Meeting. A copy of the press release is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number | Description | |
| 99.1 | Press Release dated December 13, 2022 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). |
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.
Date: December 13, 2022
| BTRS HOLDINGS INC. | ||
| By: | /s/ Mark Shifke | |
| Mark Shifke | ||
| Chief Financial Officer | ||
Exhibit 99.1
BTRS Holdings Inc. Stockholders Approve Proposed Merger with EQT Private Equity
LAWRENCEVILLE, NJ, December 13, 2022 – BTRS Holdings Inc. (“Billtrust” or the “Company”) (NASDAQ: BTRS) today announced that its stockholders voted to approve the definitive merger agreement with an affiliate of EQT X Fund (“EQT Private Equity”) at a special meeting of the Company’s stockholders.
The final voting results for the special meeting will be filed in a Form 8-K with the U.S. Securities and Exchange Commission on December 13, 2022.
As previously announced, under the terms of the definitive merger agreement, an affiliate of EQT Private Equity will acquire all of the outstanding shares of Billtrust common stock for $9.50 per share in cash. The transaction is expected to close on December 16, 2022. Upon completion of the transaction, Billtrust will become a privately held company, and its common stock will no longer be listed on any public market.
About Billtrust
Billtrust 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 AR, providing mission-critical solutions that span credit decisioning and monitoring, online ordering, invoice delivery, payments and remittance capture, invoicing, cash application and collections. For more information, visit Billtrust.com.
About EQT
EQT is a purpose-driven global investment organization with EUR 77 billion in assets under management as of 30 June 2022, across 36 active funds. EQT funds have portfolio companies in Europe, Asia-Pacific and the Americas with total sales of approximately EUR 29 billion and more than 280,000 employees. EQT works with portfolio companies to achieve sustainable growth, operational excellence and market leadership. More info: www.eqtgroup.com. Follow EQT on LinkedIn, Twitter, YouTube and Instagram.
Forward Looking Statements
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “continue,” “guidance,” “expect,” “outlook,” “project,” “believe” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the benefits of and timeline for closing the transaction with EQT. 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 secure the required regulatory and stockholder approvals for the transaction; Billtrust’s ability to meet the applicable closing conditions of the transaction; and the risks discussed in Billtrust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 9, 2022, under the heading “Risk Factors” and other documents of Billtrust filed, or to be filed, with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2022. 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.
Contacts:
Investors:
John T. Williams
IR@billtrust.com
Media:
Meredith Simpson
PR@billtrust.com
Cover |
Dec. 13, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 13, 2022 |
| Entity File Number | 001-38947 |
| Entity Registrant Name | BTRS HOLDINGS INC. |
| Entity Central Index Key | 0001774155 |
| Entity Tax Identification Number | 83-3780685 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1009 Lenox Drive |
| Entity Address, Address Line Two | Suite 101 |
| Entity Address, City or Town | Lawrenceville |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 08648 |
| City Area Code | 609 |
| Local Phone Number | 235-1010 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Class 1 Common Stock, $0.0001 par value per share |
| Trading Symbol | BTRS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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