BILL Holdings, Inc. Prices Upsized Offering of $1.25 Billion Convertible Senior Notes Due 2030

BILL Holdings, Inc. (NYSE: BILL) recently announced the pricing of a substantial $1.25 billion aggregate principal amount of 0% Convertible Senior Notes due 2030. This announcement came on December 3, 2024, through a press release wherein the company confirmed the pricing of the Notes, which originally had been targeted at $1.0 billion.

The offering of the Notes, which are issued in a private placement to qualified institutional buyers under Rule 144A of the Securities Act of 1933, includes an option for the initial purchasers to acquire up to an additional $150.0 million aggregate principal amount of Notes within a 13-day period from the date of the initial issuance. The Notes carry senior, unsecured obligations and do not accrue regular interest.

BILL’s intended use of the net proceeds, estimated to be approximately $1.23 billion after associated expenses, includes repurchases of outstanding convertible senior notes due 2025 and 2027, repurchasing shares of common stock, covering the cost of capped call transactions, and allotting remaining proceeds for general corporate purposes like working capital, capital expenditures, and potential strategic transactions.

The Notes, which mature on April 1, 2030, offer conversion options before certain dates and conditions. The initial conversion rate stands at 8.3718 shares of common stock per $1,000 principal amount of Notes. BILL also outlined provisions for fundamental changes, potential redemptions, and repurchases concerning the Notes.

To mitigate potential dilution to common stock and manage related cash payments, BILL entered into capped call transactions with initial purchasers. Upon pricing the Notes, BILL also engaged in private transactions to repurchase outstanding 2025 and 2027 notes and common stock. These concurrent transactions may affect market prices and conversion terms.

As a cautionary measure, BILL emphasized that neither the Notes nor potential common stock shares upon conversion have been registered under the Act. Therefore, any offers will be conducted through private placement. The company also highlighted forward-looking statements, noting potential risk factors and market conditions that might impact the use of proceeds and transaction outcomes.

For further information, investors can refer to the detailed SEC filings concerning this offering.

The press and investor contacts for BILL Holdings, Inc. are Karen Sansot ([email protected]) and John Welton ([email protected]), respectively.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read BILL’s 8K filing here.

BILL Company Profile

BILL Holdings, Inc provides financial automation software for small and midsize businesses worldwide. The company provides software-as-a-service, cloud-based payments, and spend management products, which allow users to automate accounts payable and accounts receivable transactions, as well as enable users to connect with their suppliers and/or customers to do business, eliminate expense reports, manage cash flows, and improve office efficiency.