BILL Announces Closing of Offering of $1.4 Billion of 0% Convertible Senior Notes due 2030, Including Full Exercise of Initial Purchasers’ $150.0 Million Option to Purchase Additional Notes

BILL Holdings, Inc. (NYSE: BILL) (“BILL”) today announced that it has closed its offering of 0% Convertible Senior Notes due 2030 (the “Notes”) for gross proceeds of $1.4 billion. The proceeds include the full exercise of the $150.0 million option granted by BILL to the initial purchasers of the Notes. The Notes were offered and sold in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Act”).

The Notes are senior, unsecured obligations of BILL, will not bear regular interest, and the principal amount of the Notes will not accrete. BILL estimates that the net proceeds from the offering will be approximately $1.38 billion, after deducting the initial purchasers’ discount and estimated offering expenses payable by BILL.

BILL used: (i) approximately $130.8 million of the net proceeds to repurchase approximately $133.9 million aggregate principal amount of its outstanding 0% Convertible Senior Notes due 2025 (the “2025 Notes”), (ii) approximately $408.6 million of the net proceeds to repurchase approximately $451.5 million aggregate principal amount of its outstanding 0% Convertible Senior Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “Existing Notes”), (iii) approximately $200.0 million of the net proceeds to repurchase 2,260,397 shares of BILL’s common stock (the “common stock”) in privately negotiated transactions, and (iv) approximately $93.0 million of the net proceeds to pay the cost of the capped call transactions described below. BILL intends to use the remaining net proceeds for general corporate purposes, which may include additional repurchases of the Existing Notes from time to time following the offering, or the repayment at maturity, of the Existing Notes, additional repurchases of the common stock, working capital, capital expenditures and potential acquisitions and strategic transactions.

Additional Details for the Convertible Senior Notes

The Notes will mature on April 1, 2030, 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 January 1, 2030, the Notes are 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’s common stock, cash or a combination of cash and shares of common stock, at the election of BILL.