Item 1.01 Entry into a Material Definitive Agreement.





Agreement and Plan of Merger



On September 28, 2022, BTRS Holdings Inc., a Delaware corporation ("Billtrust"
or the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among the Company, Bullseye FinCo, Inc., a Delaware
corporation ("Parent") and Bullseye Merger Sub, Inc., a Delaware corporation and
a direct, wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which
Merger Sub will merge (the "Merger") with and into the Company, with the Company
surviving as a wholly owned subsidiary of Parent.



Subject to the terms and conditions set forth in the Merger Agreement, at the
effective time of the Merger (the "Effective Time"), each share of Class 1
common stock of the Company, $0.0001 par value, and Class 2 common stock of the
Company, $0.0001 par value (collectively, "Company Common Stock") (other than
the Rollover Shares (as defined below), and shares of Company Common Stock held
by the Company as treasury stock), issued and outstanding immediately prior to
the Effective Time (other than dissenting shares) will be converted into the
right to receive $9.50 in cash, without interest (the "Merger Consideration").

Pursuant to the Merger Agreement, at the Effective Time:

· Each stock option to purchase Company Common Stock (whether or not vested)

pursuant to a Company equity plan that is outstanding immediately prior to the

Effective Time (each, a "Company Stock Option") will automatically vest and be

cancelled and converted into the right to receive an amount in cash, without

interest, equal to (i) the excess, if any, of the Merger Consideration over the

applicable exercise price of such canceled Company Stock Option multiplied by

(ii) the number of shares of Company Common Stock subject to such Company Stock

Option immediately prior to the Effective Time (and, for the avoidance of

doubt, if the exercise price per share for any Company Stock Option is equal to

or greater than the Merger Consideration, such Company Stock Option will be

forfeited and cancelled without consideration); and

· Each restricted stock unit granted pursuant to a Company equity plan (each, a

"Company RSU"), other than an Interim RSU (defined below) that is outstanding

immediately prior to the Effective Time will automatically vest and be

cancelled and converted into the right to receive an amount in cash, without

interest, equal to the product of (i) the Merger Consideration multiplied by

(ii) the number of shares of Company Common Stock underlying such Company RSU.

Certain Company RSUs that are permitted to be granted between the date of the

Merger Agreement and the Effective Time (the "Interim RSUs") will not be

accelerated and instead will be converted into a cash award equal to the Merger

Consideration multiplied by the number of shares of Company Common Stock

underlying the Interim RSUs, which cash award will vest and be paid over an


   agreed schedule after the Effective Time.




If the Merger is consummated, the Company's securities will be de-listed from
the Nasdaq Global Select Market and de-registered under the Securities Exchange
Act of 1934 as soon as practicable following the Effective Time.



The consummation of the Merger (the "Closing") is subject to certain customary
mutual conditions, including (i) the approval of the Company's stockholders
holding a majority of the outstanding shares of Company Common Stock, (ii) the
expiration or termination of any waiting period applicable to the consummation
of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
(the "HSR Act"), and the expiration of applicable waiting periods or clearances
of the Merger, as applicable, under the antitrust and foreign investment laws of
certain other jurisdictions and (iii) the absence of any order or law that
prohibits or renders illegal the consummation of the Merger. The obligation of
each party to consummate the Merger is also conditioned upon (a) the accuracy of
the representations and warranties of the other party as of the Closing (subject
to customary materiality qualifiers), (b) compliance by the other party in all
material respects with its pre-Closing obligations under the Merger Agreement
and (c) in Parent's and Merger Sub's case, the absence of a material adverse
effect with respect to the Company.



The Company and Parent have each made customary representations, warranties and
covenants in the Merger Agreement. Subject to certain exceptions, the Company
has agreed, among other things, to covenants relating to the conduct of its
business during the interim period between the execution of the Merger Agreement
and the consummation of the Merger. In addition, subject to certain exceptions,
the Company has agreed to covenants

relating to (i) the submission of the Merger Agreement to the Company's stockholders at a special meeting thereof for approval, (ii) the recommendation by the board of directors of the Company in favor of the adoption by the Company's stockholders of the Merger Agreement and (iii) non-solicitation obligations of the Company relating to alternative acquisition proposals.





Either the Company or Parent may terminate the Merger Agreement if (i) Parent,
Merger Sub and the Company agree by mutual written consent to do so, (ii) the
Merger has not been consummated on or before March 28, 2023 (the "End Date")
(provided, however, that if antitrust approvals have not been obtained by such
time related to any acquisition by Parent or its affiliates (or entry by Parent
or its affiliates into a definitive agreement with respect to any such
acquisition) and all other conditions have been satisfied, then the End Date may
be extended by either party to September 28, 2023), (iii) any governmental
authority has issued an order permanently enjoining, making illegal or otherwise
prohibiting the Merger and such order is, or has become, final and
non-appealable, (iv) the approval of the Company's stockholders is not obtained
at a meeting of the Company's stockholders (including an adjournment or
postponement thereof) called for the purpose of adopting the Merger Agreement or
(v) the other party breaches any representation, warranty or covenant that
results in the failure of the related closing condition to be satisfied, subject
to a cure period in certain circumstances. In addition, the Company may, under
certain circumstances, terminate the Merger Agreement in order for the Company
to enter concurrently or immediately thereafter into a binding definitive
written agreement with respect to an unsolicited superior acquisition proposal,
subject to the Company having first complied with certain matching rights and
other obligations set forth in the Merger Agreement, including payment of a
termination fee by the Company equal to $50,245,503.85. Additionally, Parent
may, under certain circumstances, terminate the Merger Agreement if the board of
directors of the Company qualifies, withdraws or adversely modifies its
recommendation that the Company's stockholders vote in favor of adopting the
Merger Agreement or approves a competing acquisition proposal.



If the Merger Agreement is terminated (i) by the Company in order for the
Company to enter into a definitive written agreement with respect to an
unsolicited superior acquisition proposal, (ii) by Parent because the board of
directors of the Company qualifies, withdraws or adversely modifies its
recommendation that the Company's stockholders vote in favor of adopting the
Merger Agreement or approves a competing acquisition proposal or (iii) by (a)
either party because approval of the Company's stockholders was not obtained,
(b) the Effective Time has not occurred prior to the End Date (as may be
extended) or (c) Parent in connection with the Company intentionally breaching
its non-solicitation obligations under the Merger Agreement, but only if, in the
case of this clause (iii), an alternative acquisition proposal was publicly
announced (or became publicly known) and not publicly withdrawn prior to such
termination (or prior to the Company meeting in the case of the stockholder
approval not being obtained) and, within 12 months after termination of the
Merger Agreement, an acquisition transaction is entered into and, whether during
such 12-month period or thereafter, consummated, then, in each case, the Company
will be obligated to pay to Parent a one-time fee equal to $50,245,503.85 in
cash. In addition, the Company will be required to reimburse Parent for up to $5
million of its costs and expenses incurred by Parent in connection with an
action or proceeding (or settlement) that results in a judgment that the Company
must pay the termination fee.




If the Merger Agreement is terminated (i) by the Company (a) if all of the
closing conditions have been satisfied (other than those conditions that by
their terms are to be satisfied at the closing) and the Company is prepared to
consummate the Merger but Parent and Merger Sub fail to consummate the Merger in
accordance with the Merger Agreement or (b) in connection with Parent or Merger
Sub breaching its representations, warranties or covenants in a manner that
would cause the related closing conditions to not be satisfied (subject to a
cure period in certain circumstances) or (ii) if either party terminates because
the Merger has not been consummated by the End Date, and at the time of such
termination, the Company was otherwise entitled to terminate the Merger
Agreement for either of the foregoing reasons, then, in each case, Parent will
be obligated to pay to the Company a one-time fee equal to $100,491,007.71

in
. . .


Item 8.01 Other Events.




On September 28, 2022, the Company issued a joint press release with Parent
announcing the execution of the Merger Agreement. The press release is attached
hereto as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated
herein by reference.

Important Information For Investors And Stockholders





This communication does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a solicitation of any
vote or approval. This communication relates to the proposed transaction
involving Billtrust. In connection with the proposed transaction, Billtrust
plans to file with the SEC a proxy statement on Schedule 14A (the "Proxy
Statement"). This communication is not a substitute for the Proxy Statement or
any other document that Billtrust may file with the SEC and send to its
shareholders in connection with the proposed transaction. The proposed
transaction will be submitted to Billtrust's shareholders for their
consideration. Before making any voting decision, Billtrust's shareholders are
urged to read all relevant documents



filed or to be filed with the SEC, including the Proxy Statement, as well as any
amendments or supplements to those documents, when they become available,
because they will contain important information about Billtrust and the proposed
transaction.



Billtrust's shareholders will be able to obtain a free copy of the Proxy
Statement, as well as other filings containing information about Billtrust, free
of charge, at the SEC's website (www.sec.gov). Copies of the Proxy Statement and
other documents filed by Billtrust with the SEC may be obtained, without charge,
by contacting Billtrust through its website at https://investors.billtrust.com/.



Participants in Solicitation



The Company, Parent, their respective directors and certain of their respective
executive officers may be considered participants in the solicitation of proxies
in connection with the proposed transaction. Information about the directors and
executive officers of the Company is set forth in its Annual Report on Form 10-K
for the fiscal year ended December 31, 2021, which was filed with the SEC on
March 9, 2022, its proxy statement for its 2022 annual meeting of shareholders,
which was filed with the SEC on April 22, 2022, certain of its Quarterly Reports
on Form 10-Q and certain of its Current Reports filed on Form 8-K.



These documents can be obtained free of charge from the sources indicated above.
Additional information regarding the participants in the proxy solicitations and
a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other relevant materials
to be filed with the SEC when they become available.

Forward Looking Statements


This press release includes "forward-looking statements" within the meaning of
the "safe harbor" provisions of the United States Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "continue," "guidance," "expect," "outlook," "project," "believe"
or other similar expressions that predict or indicate future events or trends or
that are not statements of historical matters. These forward-looking statements
include, but are not limited to, statements regarding the benefits of and
timeline for closing the transaction with EQT. These statements are based on
various assumptions, whether or not identified in this press release, and on the
current expectations of Billtrust's management and are not predictions of actual
performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any
investor as, a guarantee, an assurance, a prediction or a definitive statement
of fact or probability. Actual events and circumstances are difficult or
impossible to predict and may differ from assumptions. Many actual events and
circumstances are beyond the control of Billtrust. These forward-looking
statements are subject to a number of risks and uncertainties, including
Billtrust's ability to secure the required regulatory and stockholder approvals
for the transaction; Billtrust's ability to meet the applicable closing
conditions of the transaction; Billtrust's ability to attract and retain
customers and expand customers' use of Billtrust's services; market, financial,
political and legal conditions; foreign currency impacts; the impact of the
COVID-19 pandemic on Billtrust's business and the global economy; risks relating
to the uncertainty of the projected financial and operating information with
respect to Billtrust; risks related to future market adoption of Billtrust's
offerings; risks related to Billtrust's marketing and growth strategies; risks
related to expanding Billtrust's operations outside the United States; risks
related to Billtrust's ability to acquire or invest in businesses, products, or
technologies that may complement or expand its products or platforms, enhance
its technical capabilities, or otherwise offer growth opportunities; the effects
of competition on Billtrust's future business; the impact of unstable market and
economic conditions; and the risks discussed in Billtrust's Annual Report on
Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities
and Exchange Commission ("SEC") on March 9, 2022, under the heading "Risk
Factors" and other documents of Billtrust filed, or to be filed, with the SEC,
including Billtrust's Quarterly Report on Form 10-Q for the quarter ended June
30, 2022. If any of these risks materialize or any of Billtrust's assumptions
prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that
Billtrust presently does not know of or that Billtrust currently believes are
immaterial that could also cause actual results to differ from those contained
in the forward-looking statements. In addition, forward-looking statements
reflect Billtrust's expectations, plans or forecasts of future events and views
as of the date of this press release. Billtrust anticipates that subsequent
events and developments will cause Billtrust's assessments to change. However,
while Billtrust may elect to update these forward-looking statements at some
point in the future, Billtrust specifically disclaims any obligation to do so.
These forward-looking statements should not be relied upon



as representing Billtrust's assessments as of any date subsequent to the date of
this press release. Accordingly, undue reliance should not be placed upon the
forward-looking statements.

Item 9.01 Financial Statements and Exhibits.





(d)      Exhibits
Exhibit
Number   Description
  2.1      Agreement and Plan of Merger, dated as of September 28, 2022, by and
         among BTRS Holdings Inc., Bullseye FinCo, Inc. and Bullseye Merger Sub,
         Inc.*†
  10.1     Voting and Support Agreement, dated as of September 28, 2022, by and
         among Bullseye FinCo, Inc., and certain entities affiliated with Bain
         Capital Venture Investors, LLC.*†
  10.2     Voting and Support Agreement, dated as of September 28, 2022, by and
         among Bullseye FinCo, Inc., Flint A. Lane, FL 2009 GRAT FBO APL, FL
         2009 GRAT FBO KML and FL 2009 GRAT FBO TKL.*†
  10.3     Rollover and Contribution Agreement, dated as of September 28, 2022,
         by and among Bullseye Holdings, LP, Flint A. Lane, FL 2009 GRAT FBO
         APL, FL 2009 GRAT FBO KML and FL 2009 GRAT FBO TKL.*†
  10.4     Rollover and Contribution Agreement, dated as of September 28, 2022,
         by and among Bullseye Holdings, LP and certain entities affiliated with
         Bain Capital Venture Investors, LLC.*†
  10.5     Restrictive Covenant Agreement, dated as of September 28, 2022, by
         and among Bullseye FinCo, Inc. and certain entities affiliated with
         Bain Capital Venture Investors, LLC.*†
  10.6     Restrictive Covenant Agreement, dated as of September 28, 2022, by
         and among Bullseye FinCo, Inc., Flint A. Lane, FL 2009 GRAT FBO APL, FL
         2009 GRAT FBO KML and FL 2009 GRAT FBO TKL.*†
  99.1     Joint Press Release, dated September 28, 2022.
104      Cover Page Interactive Data File - the cover page XBRL tags are
         embedded within the Inline XBRL document.

* The schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.

†Certain sensitive personally identifiable information in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***].

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