BILL Holdings, Inc. Proposes $1 Billion Offering of Convertible Senior Notes

On December 2, 2024, BILL Holdings, Inc. (NYSE: BILL) revealed its plans to offer $1.0 billion in aggregate principal amount of convertible senior notes due in 2030. The company intends to conduct this offering subject to market conditions and other relevant factors. The Notes are set to be offered in a private placement to individuals reasonably believed to be qualified institutional buyers following Rule 144A under the Securities Act of 1933.

It was also stated that the initial purchasers of the Notes will likely receive an option to acquire, within a 13-day period from the issuance date of the Notes, up to an additional $150.0 million in aggregate principal amount of Notes. As specified in the press release dated December 2, 2024, a copy of which is provided as Exhibit 99.1, this offering does not constitute a solicitation of an offer to buy securities and will not be available in any jurisdiction where such an offer would be considered illegal.

The proposed Notes are expected to mature on April 1, 2030, unless earlier converted, redeemed, or repurchased in line with the terms outlined. Depending on certain conditions and periods, holders will have the option to convert the Notes before January 1, 2030, and subsequently until the second scheduled trading day before the maturity date. Upon conversion, the Notes may be settled in shares of BILL’s common stock, cash, or a mix of both, at BILL’s discretion.

BILL anticipates utilizing a portion of the net proceeds from the offering for various purposes, including covering the cost of capped call transactions, repurchasing existing convertible senior notes due in 2025 and/or 2027, and potentially repurchasing up to $200 million of BILL’s common stock. The final interest rate, conversion rate, offering price, and additional terms will be determined upon pricing of the Notes.

As standard practice, BILL plans to enter into capped call transactions with the initial purchasers and/or their affiliates to counterbalance possible stock dilution upon conversion of the Notes. Such transactions are intended to minimize any extra cash payments that BILL may need to make apart from the principal amount of converted Notes, with a specified cap on such offset.

This offering and the related transactions are subject to factors outlined in the private offering memorandum and are contingent upon varied conditions stipulated in the offering agreement. Interested parties should note that the Notes and any corresponding shares of common stock upon conversion have not been registered under the Act or any state securities laws.

This press release might contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act, indicating anticipated business, financial, and market conditions. Investors and stakeholders are advised to carefully review all risk factors associated with this offering. The company disclaims any obligation to update forward-looking statements.

For further information, investors can contact Karen Sansot (IR Contact: [email protected]) or John Welton (Press Contact: [email protected]).

This concludes the report based on the recent 8-K SEC filing by BILL Holdings, Inc.

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.