Bill.com Announces Pricing of Upsized Offering of $1.0 Billion of 0% Convertible Senior Notes due 2025

Bill.com Holdings, Inc. (NYSE: BILL) (“Bill.com”) today announced that it has priced $1.0 billion aggregate principal amount of 0% convertible senior notes due 2025 (the “notes”). The size of the offering was increased from the previously announced $750.0 million in aggregate principal amount. The notes are to be offered and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”). Bill.com also granted the initial purchasers of the notes an option to purchase, within a 13-day period from, and including the date on which the notes are first issued, up to an additional $150.0 million aggregate principal amount of notes. The sale is expected to close on November 30, 2020, subject to customary closing conditions.

The notes will be senior, unsecured obligations of Bill.com, will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on December 1, 2025, unless earlier converted, redeemed or repurchased in accordance with the terms of the notes. Prior to 5:00 p.m., New York City time, on the business day immediately preceding September 1, 2025, the notes will be convertible at the option of holders only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the notes may be settled in shares of Bill.com’s common stock (the “common stock”), cash or a combination of cash and shares of common stock, at the election of Bill.com.

The notes will have an initial conversion rate of 6.2159 shares of common stock per $1,000 principal amount of notes (which is subject to adjustment in certain circumstances). This is equivalent to an initial conversion price of approximately $160.88 per share. The initial conversion price represents a premium of approximately 47.5% to the $109.07 per share closing price of the common stock on the New York Stock Exchange on November 24, 2020.

Holders of the notes will have the right to require Bill.com to repurchase for cash all or a portion of their notes at 100% of their principal amount, plus any accrued and unpaid special interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the notes). Bill.com will also be required to increase the conversion rate for holders who convert their notes in connection with certain fundamental changes or a redemption notice, as the case may be, prior to the maturity date. The notes will be redeemable, in whole or in part, for cash at Bill.com’s option at any time, and from time to time, on or after December 5, 2023, but only if the last reported sale price per share of the common stock has been at least 130% of the conversion price then in effect for a specified period of time.