UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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| Item 7.01. | Regulation FD Disclosure. |
On March 7, 2024, BILL Holdings, Inc. (the “Company”) issued a press release announcing the repurchase transactions described in Item 8.01 below, a copy of which is attached as Exhibit 99.1 hereto.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this item of this report.
| Item 8.01. | Other Events. |
On March 6, 2024, the Company entered into various privately negotiated repurchase transactions (collectively, the “Repurchases”) with certain holders of its outstanding 0.0% Convertible Senior Notes due 2025 (the “2025 Notes”), pursuant to which the Company agreed to repurchase approximately $748.2 million aggregate principal amount of the 2025 Notes for an aggregate cash repurchase price of approximately $707.1 million. The final aggregate cash repurchase price is subject to adjustment based on the volume weighted average price of the Company’s common stock, par value $0.00001 per share, during the agreed upon measurement period. The Repurchases are expected to settle on March 13, 2024.
In addition, the Company entered into agreements to terminate a portion of the capped call transactions previously entered into in connection with the issuance of the 2025 Notes, in a notional amount corresponding to the amount of 2025 Notes that are repurchased. The Company expects to receive approximately $7.6 million from the partial unwinding of this transaction, subject to final adjustment based on the volume weighted average price of the Company’s common stock during the measurement period.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and will not constitute an offer, solicitation, or sale in any jurisdiction in which such offering would be unlawful.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. These statements include, but are not limited to, expectations regarding the estimated repurchase price for the 2025 Notes and the expected settlement date of the Repurchases. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “will,” or similar expressions and the negatives of those words. Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that the Company expects. These risks and uncertainties include market risks, trends, and conditions. These and other risks are more fully described in the Company’s filings with the Securities and Exchange Commission, including in the section titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended June 30, 2023. In light of these risks, you should not place undue reliance on such forward-looking statements. Forward-looking statements represent the Company’s beliefs and assumptions only as of the date of this Current Report on Form 8-K. The Company disclaims any obligation to update forward-looking statements.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press release. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
SIGNATURES
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 thereunto duly authorized.
| BILL HOLDINGS, INC. | ||||||
| Date: March 7, 2024 | By: | /s/ John Rettig | ||||
| John Rettig | ||||||
| President and Chief Financial Officer | ||||||
Exhibit 99.1
BILL Announces Repurchase of 0.0% Convertible Senior Notes Due 2025
SAN JOSE, Calif., March 7, 2024—(BUSINESS WIRE)— BILL (NYSE: BILL), a leading financial operations platform for small and midsize businesses (SMBs), today announced that it has entered into various privately negotiated repurchase transactions (collectively, the Repurchases) to repurchase approximately $748.2 million aggregate principal amount of BILL’s outstanding 0.0% Convertible Senior Notes due 2025 (the 2025 Notes). The aggregate cash repurchase price is approximately $707.1 million, subject to final adjustment based on the volume weighted average price of BILL common stock during the agreed upon measurement period. The Repurchases are expected to close on March 13, 2024, subject to customary closing conditions. Following the closing of the Repurchases, BILL intends to cancel the repurchased 2025 Notes and, after such cancellation of repurchased 2025 Notes, approximately $401.8 million aggregate principal amount of 2025 Notes will remain outstanding. The Repurchases could affect the market price of BILL common stock.
This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.
About BILL
BILL (NYSE: BILL) is a leading financial operations platform for small and midsize businesses (SMBs). As a champion of SMBs, we are automating the future of finance so businesses can thrive. Our integrated platform helps businesses to more efficiently control their payables, receivables and spend and expense management. Hundreds of thousands of businesses rely on BILL’s proprietary member network of millions to pay or get paid faster. Headquartered in San Jose, California, BILL is a trusted partner of leading U.S. financial institutions, accounting firms, and accounting software providers. For more information, visit bill.com.
Note on Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which are statements other than statements of historical facts, and statements in the future tense. Forward-looking statements are based on our expectations as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, many of which involve factors or circumstances that are beyond our control. These statements include, but are not limited to, statements related to the amount of 2025 Notes to be repurchased, the ability to complete the Repurchases on the timeline described herein or at all, the ultimate cash purchase price for the Repurchases, and the impact of the Repurchases on the market price of BILL common stock. Among the factors that could cause actual results to differ materially from those indicated in the forward-looking statements are: changes in the price of BILL common stock and changes in the convertible note and other capital markets. You should not rely on these forward-looking statements, as actual results may differ materially from those contemplated by these forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this press release are based on information available to us as of the date hereof. We assume no obligation to update or revise the forward-looking statements contained in this press release because of new information, future events, or otherwise.
IR Contact:
Karen Sansot
ksansot@hq.bill.com
Press Contact:
John Welton
john.welton@hq.bill.com
Source: BILL
Document and Entity Information |
Mar. 06, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001786352 |
| Document Type | 8-K |
| Document Period End Date | Mar. 06, 2024 |
| Entity Registrant Name | BILL Holdings, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-39149 |
| Entity Tax Identification Number | 83-2661725 |
| Entity Address, Address Line One | 6220 America Center Drive |
| Entity Address, Address Line Two | Suite 100 |
| Entity Address, City or Town | San Jose |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95002 |
| City Area Code | (650) |
| Local Phone Number | 621-7700 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.00001 par value |
| Trading Symbol | BILL |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |