Item 1.01 Entry into a Material Definitive Agreement.

On November 30, 2020, Bill.com Holdings, Inc. (the "Company") completed its previously announced sale of $1.15 billion aggregate principal amount of 0% convertible senior notes due 2025 (the "notes"), in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), to the Initial Purchasers (as defined below) for initial resale to qualified institutional buyers pursuant to an exemption from registration provided by Rule 144A promulgated under the Securities Act. The sale includes the exercise in full by the Initial Purchasers (as defined below) of their option to purchase an additional $150.0 million aggregate principal amount of notes.

The aggregate net proceeds from the offering of the notes were approximately $1.1 billion, after deducting the Initial Purchasers' discount and estimated offering expenses payable by the Company. The Company used approximately $87.9 million of the net proceeds to pay the cost of the capped call transactions described below. The Company intends to use the remaining net proceeds for general corporate purposes, which may include working capital, capital expenditures and potential acquisitions and strategic transactions. From time to time the Company evaluates potential acquisitions and strategic transactions involving businesses, technologies or products. However, the Company has not designated any specific uses and has no current agreements with respect to any acquisitions or strategic transactions.

On November 23, 2020, the Company, as guarantor, entered into a Second Amendment to Credit Agreement (the "Second Amendment") with Bill.com, LLC, as borrower, and Silicon Valley Bank ("SVB"), as administrative agent, issuing lender and swingline lender, amending that certain Senior Secured Credit Facilities Credit Agreement (the "Credit Agreement") dated June 28, 2019, as amended by that certain Confirmation, Ratification and Amendment of Loan Documents dated July 15, 2020.

The Second Amendment amends certain definitions and other provisions of the Credit Agreement to facilitate the offering of the Company's sale of the notes. The Second Amendment contains customary representations and warranties.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

The information set forth in Item 8.01 of this Current Report on Form 8-K under the headings "Indenture" and "Capped Call Transactions" is incorporated by reference into this Item 1.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading "Amendment to Credit Agreement and the terms and conditions of the notes and Indenture described in Items 1.01 and 8.01 of this Current Report on Form 8-K are incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 and under the headings "Purchase Agreement" and "Indenture" in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

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Item 8.01. Other Events.


Purchase Agreement

On November 24, 2020, the Company entered into a Purchase Agreement (the "Purchase Agreement") with Goldman Sachs & Co. LLC, BofA Securities, Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives (the "Representatives") of the initial purchasers named therein (collectively, the "Initial Purchasers"), relating to the Company's sale of the notes to the Initial Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act and for initial resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers in the Purchase Agreement. The Purchase Agreement includes customary representations, warranties and covenants by the Company. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities under the Securities Act. The notes and the shares of the Company's common stock, par value $0.00001 per share ("common stock") issuable upon conversion of the notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Indenture

The notes were issued pursuant to an Indenture, dated as of November 30, 2020 (the "Indenture"), between the Company and Wells Fargo Bank, National Association, as trustee ("Wells Fargo"). The notes are senior, unsecured obligations of the Company. The notes will not bear regular cash interest and the principal amount of the notes will not accrete. The notes mature on December 1, 2025 unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date.

The Company may not redeem the notes prior to December 5, 2023. The Company may redeem for cash all or part of the notes, at its option, on or after December 5, 2023, if certain conditions are met. No sinking fund is provided for the notes.

The Indenture includes customary terms and covenants, including certain events of default after which the notes may be due and payable immediately. The following events are considered "events of default," which may result in acceleration of the maturity of the notes:





    1.   failure by the Company to pay the principal of any note when due and
         payable at its stated maturity, upon optional redemption, upon any
         required repurchase, upon declaration of acceleration or otherwise;




    2.   failure by the Company to pay the special interest on any note when due
         and payable and such failure continues for a period of 30 days;




    3.   failure by the Company to convert any note in accordance with the
         Indenture upon exercise of a holder's conversion right for a period of
         three business days;




    4.   failure by the Company to provide timely notice, upon certain events, as
         described in the Indenture when due;




    5.   failure by the Company to comply with certain of its obligations under
         the Indenture;




    6.   failure by the Company to perform any other agreement required of the
         Company in the Indenture and such failure continues for 60 days after
         notice is given in accordance with the Indenture;




    7.   any indebtedness for money borrowed by the Company or one of the
         Company's Significant Subsidiaries (as defined in the Indenture) in an
         aggregate outstanding principal amount in excess of $60,000,000 (or its
         foreign currency equivalent) that is not paid at final maturity or upon
         acceleration and such indebtedness is not discharged, or such
         acceleration that is not cured or rescinded, within 30 days after written
         notice as provided in the Indenture; and




    8.   specified events in bankruptcy, insolvency or reorganization of the
         Company or any of the Company's Significant Subsidiaries.

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The notes are convertible into cash, shares of common stock, or a combination thereof, at the Company's election, at an initial conversion rate of 6.2159 shares of common stock per $1,000 principal amount of the notes, which is equivalent to an initial conversion price of approximately $160.88 per share of common stock, subject to adjustment, with a maximum conversion rate of 9.1684. Prior to 5:00 p.m., New York City time, on the business day immediately preceding September 1, 2025, such conversion is subject to the satisfaction of certain conditions set forth below.

Holders of the notes who convert their notes in connection with a make-whole fundamental change (as defined in the Indenture) or in connection with any optional redemption are, under certain circumstances, entitled to an increase in the conversion rate.

Additionally, in the event of a fundamental change (as defined in the Indenture), holders of the notes may require the Company to repurchase all or a portion of their notes at a price equal to 100% of the principal amount of notes, plus any accrued and unpaid special interest to, but excluding, the repurchase date.

Holders of the notes may convert all or a portion of their notes at their option prior to 5:00 p.m., New York City time, on the business day immediately preceding September 1, 2025, in multiples of $1,000 principal amount, only under the following circumstances:





     •    during any calendar quarter commencing after the calendar quarter ending
          on March 31, 2021 (and only during such calendar quarter), if the last
          reported sale price of common stock for at least 20 trading days (whether
          or not consecutive) during a period of 30 consecutive trading days ending
          on the last trading day of the immediately preceding calendar quarter is
          greater than or equal to 130% of the conversion price of the notes on
          each applicable trading day;




     •    during the five business day period after any five consecutive trading
          day period in which the trading price per $1,000 principal amount of the
          notes for each day of that five day consecutive trading day period was
          less than 98% of the product of the last reported sale price of common
          stock and the conversion rate of the notes on such trading day;




     •    if the Company calls any or all of the notes for redemption, at any time
          prior to the close of business on the scheduled trading day immediately
          preceding the redemption date; or




  •   upon the occurrence of specified corporate events.

On or after September 1, 2025, a holder of the notes may convert all or any portion of its notes at any time prior to 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions.

A copy of the Indenture is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The description of the notes contained in this Current Report on Form 8-K is qualified in its entirety by reference to the Indenture.

Capped Call Transactions

On November 24, 2020, in connection with the pricing of the notes, and on November 25, 2020, in connection with the full exercise by the Initial Purchasers of their option to purchase additional notes pursuant to the Purchase Agreement, the Company entered into privately negotiated capped call transactions (the "Capped Call Transactions") with one or more financial institutions (the "Capped Call Counterparties"). The Capped Call Transactions initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of shares of common stock underlying the notes. The Capped Call Transactions are expected generally to reduce the potential dilution to holders of common stock upon conversion of the notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted notes upon conversion thereof, with such reduction and/or offset subject to a cap.

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In connection with establishing their initial hedge of the Capped Call Transactions, the Capped Call Counterparties have advised the Company that they and/or their respective affiliates expect to purchase shares of common stock and/or enter into various derivative transactions with respect to common stock concurrently with, or shortly after, the pricing of the notes. This activity could contribute to the expected increase (or reduce the size of any decrease) in the market price of common stock or the notes at that time.

In addition, the Capped Call Counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to common stock and/or purchasing or selling common stock in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes or following an repurchase of notes by the Company on any fundamental change repurchase date or otherwise). This activity could also cause or avoid an increase or a decrease in the market price of common stock or the notes, which could affect noteholders' ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of such notes.

The Capped Call Transactions are separate transactions entered into by the Company with the Capped Call Counterparties, are not part of the terms of the notes, and will not change any holder's rights under the notes. Holders of the notes will not have any rights with respect to the Capped Call Transactions.

The form of the capped call transaction confirmation (the "Capped Call Confirmation") is attached hereto as Exhibit 99.1 and is incorporated by reference. The description of the Capped Call Confirmation contained in this Current Report on Form 8-K is qualified in its entirety by reference to Exhibit 99.1.

On November 30, 2020, Bill.com issued a press release announcing the closing of its offering of the notes. A copy of the press release is attached as Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number                               Description of Exhibit

 4.1           Indenture, dated as of November 30, 2020, between the Company and
             Wells Fargo Bank, National Association (including the form of 0%
             convertible senior notes due 2025).

10.1           Second Amendment to Credit Agreement, dated as of November 23, 2020,
             between the Company, Bill.com, LLC and Silicon Valley Bank.

99.1           Form of Base Capped Call Transaction Confirmation.

99.2           Press release dated November 30, 2020.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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