Bill.com Holdings, Inc. completed the acquisition of DivvyPay, Inc.
June 31, 2021
Share
Bill.com Holdings, Inc. (NYSE:BILL) entered into a definitive agreement to acquire DivvyPay, Inc. for $2.5 billion on May 6, 2021. Pursuant to the terms of the transaction, Bill.com will pay and issue upon the closing in exchange for all of the outstanding equity interests of DivvyPay is approximately $2.5 billion, with approximately $625 million payable in cash, subject to adjustments and the remainder issuable in shares of Bill.com’s common stock, options to acquire shares and restricted stock units covering shares. The merger consideration assumes that DivvyPay will have $125 million in cash as of the closing, and the cash consideration will be adjusted for amounts above or below such cash target, with the cash target being reduced at a rate of $3.5 million per month if the closing occurs after July 1, 2021. Pursuant to the terms of the merger agreement, Bill.com will deposit approximately $125 million of the merger consideration, consisting of cash and shares, in a third-party escrow account for a period of 15 months to partially secure the indemnification obligations of DivvyPay’s stockholders and warrant holders under the merger agreement. Divvy's annualized recurring revenue was approximately $100 million.
Blake Murray, DivvyPay’s Chief Executive Officer, and certain employees will continue as employees of Bill.com or its subsidiaries upon closing of the transaction. The transaction is subject to receipt of regulatory approvals, the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended; and other customary closing conditions. The transaction is also subject to the approval of Bill.com Holdings' shareholders, resignation of DivvyPay's directors, DivvyPay's charter article amendment, financial audit of DivvyPay, and the execution of offer letters, non solicitation agreement, employment agreement and escrow agreement. The transaction has been unanimously approved by the Boards of Directors of both DivvyPay and Bill.com. The deal is expected to close by the end of Bill.com’s first fiscal quarter ending September 30, 2021. The transaction is expected to be accretive to Bill.com’s revenue growth rate. Goldman Sachs & Co. LLC is serving as financial advisor and Bomi Lee of Fenwick & West LLP is acting as legal counsel to Bill.com. Financial Technology Partners (FT Partners) is serving as exclusive strategic and financial advisor to DivvyPay and Eric McCrath and Erik Knudsen of Morrison & Foerster LLP are acting as legal counsel to DivvyPay.
Bill.com Holdings, Inc. (NYSE:BILL) completed the acquisition of DivvyPay, Inc. on June 1, 2021.
BILL Holdings, Inc. is a provider of software-as-a-service, cloud-based payments, and spending and expense management products. It enables users to automate accounts payable and accounts receivable transactions, enable businesses to connect with their suppliers and/or customers to do business, eliminate expense reports, manage cash flows, and improve back-office efficiency. It offers financial automation software for small and midsize businesses (SMBs). Through its automated solutions, it helps SMBs simplify and control their finances. It is a partner of the United States financial institutions, accounting firms, and accounting software providers. Its artificial-intelligence (AI)-enabled financial software platform creates connections between its customers, their suppliers, and their clients. Businesses on its platform generate and process invoices, streamline approvals, make, and receive payments, manage employee expenses, sync with their accounting system, and manage their cash.
BILL HOLDINGS, INC. 
