Eqt X Usd Scsp and Eqt X Eur Scsp, funds managed by EQT Partners Inc., entered into a definitive agreement to acquire BTRS Holdings Inc. from a group of shareholders for $1.6 billion.
The transaction is subject to customary closing conditions, including approval by Billtrust shareholders, receipt of applicable regulatory approval and 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 transaction was approved by the Billtrust and EQT Boards of Directors. Shareholders of Billtrust will hold a special meeting on December 13, 2022 to approve the transaction. As on December 13, 2022, the transaction has been approved by shareholders of BTRS Holdings Inc. The transaction is expected to close in the first quarter of 2023. As of November 7, 2022, the transaction is expected to close in the fourth quarter of 2022 or first quarter of 2023. The transaction is expected to close on December 16, 2022.
Sullivan & Cromwell LLP represents J.P. Morgan Securities LLC is serving as exclusive financial advisor and fairness opinion provider to Billtrust. Billtrust has agreed to pay J.P. Morgan a fee of approximately $23.1 million, of which $4 million became payable upon the delivery of the opinion and the remainder will be payable upon the consummation of the merger. Nicole Brookshire, Marc O. Williams, Evan Rosen, Veronica M. Wissel, Kevin A. Brown, Ronan P. Harty, Kara L. Mungovan and Pritesh P. Shah of Davis Polk & Wardwell LLP are acting as legal counsel to Billtrust. Evercore is serving as financial advisor to EQT, and Douglas P. Warner, Frederick S. Green, Rebecca Sivitz, Robert A. Rizzo, Raymond O. Gietz, Ade Heyliger, Manuel-Peter Fringer, Hayden Guthrie, Barrett Schitka, Jonathan J. Macke, Michael Nissan, Jennifer Haydel Britz, Adé Heyliger, Dennis F. Adams III, Olivia J. Greer, Paul J. Overmyer, Timothy C. Welch and Vadim M. Brusser of Weil, Gotshal & Manges LLP are acting as legal counsel to EQT. Georgeson LLC is acting as proxy solicitation agent for BTRS Holdings for a fee of $18,000. Steve Cohen of Morgan, Lewis & Bockius LLP acted as legal advisor to Flint Lane.