Item 2.01 Completion of Acquisition or Disposition of Assets.
Agreement and Plan of Merger
On June 1, 2021, Bill.com Holdings, Inc. (the "Company") completed its
previously announced acquisition of DivvyPay, Inc., a Delaware corporation
("DivvyPay"), pursuant to the terms of an Agreement and Plan of Merger, dated as
of May 6, 2021 (the "Merger Agreement"), with the Company, certain of the
Company's subsidiaries, DivvyPay and Shareholder Representative Services LLC, in
its capacity as the representative of certain DivvyPay securityholders. Pursuant
to the terms of the Merger Agreement, DivvyPay became a wholly owned subsidiary
of the Company.
Upon consummation of the transactions contemplated by the Merger Agreement (the
"Closing"), all outstanding shares of DivvyPay capital stock, options to
purchase shares of DivvyPay capital stock and warrants to purchase shares of
DivvyPay capital stock, in each case other than as set forth in the following
proviso, were cancelled in exchange for the right to receive an aggregate of
10,192,274 shares of common stock of the Company, par value $0.00001 per share
("Bill.com Common Stock") (the "Stock Consideration"); provided, that (a) shares
of DivvyPay capital stock held by unaccredited stockholders, and certain vested
options to purchase shares of DivvyPay capital stock were cancelled in exchange
for the right to receive an aggregate amount in cash equal to approximately
$36.4 million in lieu of shares of Bill.com Common Stock, (b) certain vested and
unvested options to purchase shares of DivvyPay capital stock, in each case,
held by employees of DivvyPay who became, upon Closing, employees of the Company
or any of its subsidiaries have been assumed by the Company and became vested
and unvested options, as applicable, to purchase 657,121 shares of Bill.com
Common Stock, and (c) all other outstanding unvested options to purchase shares
of DivvyPay capital stock were cancelled for no consideration. A portion of the
aggregate consideration payable to certain of the DivvyPay securityholders is
being held in escrow (a) to secure certain indemnification obligations of such
Company securityholders and (b) in connection with certain post-closing purchase
price adjustment mechanisms. In addition, the Company has established a
retention pool in the form of 953,776 restricted stock units covering shares of
Bill.com Common Stock that will be granted to certain DivvyPay employees in
accordance with the terms of the Merger Agreement.
The Company issued the Stock Consideration described herein in reliance upon the
exemptions from registration afforded by Section 4(a)(2) and Rule 506
promulgated under the Securities Act of 1933, as amended.
The foregoing summary of the Merger Agreement and the transactions contemplated
thereby do not purport to be complete and are subject to, and qualified in their
entirety by, the full text of the Merger Agreement, which will be filed as an
exhibit to the earlier to be filed of (i) the Company's Annual Report on Form
10-K for the year ended June 30, 2021 and (ii) a Resale Registration Statement
on Form S-3 covering the resale of the Stock Consideration.
Press Release
On June 1, 2021, the Company issued a press release announcing the Closing. The
press release is furnished herewith as Exhibit 99.1.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth above under Item 2.01 relating to the Stock
Consideration is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press release, dated June 1, 2021.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document.
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