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BILL Holdings has successfully closed its offering of $1.4 billion 0% Convertible Senior Notes due 2030, including the full exercise of the $150.0 million option by initial purchasers. The net proceeds of approximately $1.38 billion were used to: repurchase $133.9 million of 2025 Notes for $130.8 million, repurchase $451.5 million of 2027 Notes for $408.6 million, repurchase 2,260,397 shares of common stock for $200.0 million, and pay $93.0 million for capped call transactions.
The Notes will mature on April 1, 2030, with an initial conversion rate of 8.3718 shares per $1,000 principal amount, equivalent to a conversion price of $119.45 per share, representing a 35% premium to the closing price of $88.48 on December 3, 2024.
BILL Holdings ha chiuso con successo l’offerta di 1,4 miliardi di dollari di Obbligazioni Convertibili Senior zero per cento con scadenza nel 2030, compresa l’esercitazione completa dell’opzione da 150,0 milioni di dollari da parte dei compratori iniziali. I proventi netti di circa 1,38 miliardi di dollari sono stati utilizzati per: riacquistare obbligazioni da 133,9 milioni di dollari per 130,8 milioni di dollari, riacquistare obbligazioni da 451,5 milioni di dollari per 408,6 milioni di dollari, riacquistare 2.260.397 azioni ordinarie per 200,0 milioni di dollari e pagare 93,0 milioni di dollari per transazioni di capped call.
Le obbligazioni scadranno il 1 aprile 2030, con un tasso di conversione iniziale di 8,3718 azioni per ogni 1.000 dollari di valore nominale, equivalente a un prezzo di conversione di 119,45 dollari per azione, che rappresenta un premio del 35% rispetto al prezzo di chiusura di 88,48 dollari del 3 dicembre 2024.
BILL Holdings ha cerrado con éxito su oferta de 1.4 mil millones de dólares de Notas Senior Convertibles al 0% con vencimiento en 2030, incluyendo el ejercicio completo de la opción de 150.0 millones de dólares por parte de los compradores iniciales. Los ingresos netos de aproximadamente 1.38 mil millones de dólares se utilizaron para: recomprar Notas de 2025 por 130.8 millones de dólares, recomprar Notas de 2027 por 408.6 millones de dólares, recomprar 2,260,397 acciones ordinarias por 200.0 millones de dólares, y pagar 93.0 millones de dólares por transacciones de capped call.
Las Notas vencerán el 1 de abril de 2030, con una tasa de conversión inicial de 8.3718 acciones por cada 1,000 dólares de valor nominal, equivalente a un precio de conversión de 119.45 dólares por acción, lo que representa una prima del 35% sobre el precio de cierre de 88.48 dólares del 3 de diciembre de 2024.
BILL Holdings는 2030년 만기 0% 전환 선순위 노트의 14억 달러 규모의 공모를 성공적으로 마감했으며, 초기 구매자에 의한 1억 5천만 달러 옵션을 전량 행사했습니다. 약 13억 8천만 달러의 순수익은 2025년 노트를 1억 3천만 달러에 1억 3천8백만 달러에, 2027년 노트를 4억 5천1백만 달러에 4억 8천6백만 달러에, 2,260,397주의 보통주를 2억 달러에, 캡콜 거래를 위해 9천3백만 달러를 지불하는 데 사용되었습니다.
해당 노트는 2030년 4월 1일 만기이며, 1,000달러의 원금에 대해 8.3718주로 설정된 초기 전환 비율이 있습니다. 이는 주당 119.45달러의 전환 가격에 해당하며, 이는 2024년 12월 3일 기준 종가 88.48달러에 비해 35%의 프리미엄을 나타냅니다.
BILL Holdings a réussi à finaliser son offre de 1,4 milliard de dollars de Notes Senior Convertibles à 0% arrivant à échéance en 2030, y compris l’exercice complet de l’option de 150,0 millions de dollars par les acheteurs initiaux. Les produits nets d’environ 1,38 milliard de dollars ont été utilisés pour : racheter 133,9 millions de dollars de Notes de 2025 pour 130,8 millions de dollars, racheter 451,5 millions de dollars de Notes de 2027 pour 408,6 millions de dollars, racheter 2 260 397 actions ordinaires pour 200,0 millions de dollars et payer 93,0 millions de dollars pour des transactions de capped call.
Les Notes arriveront à échéance le 1er avril 2030, avec un taux de conversion initial de 8,3718 actions pour chaque montant principal de 1 000 dollars, ce qui équivaut à un prix de conversion de 119,45 dollars par action, représentant une prime de 35% par rapport au prix de clôture de 88,48 dollars du 3 décembre 2024.
BILL Holdings hat erfolgreich das Angebot von 1,4 Milliarden Dollar 0% wandelbaren Senior Notes mit Fälligkeit 2030 abgeschlossen, einschließlich der vollständigen Ausübung der 150,0 Millionen Dollar Option durch die ursprünglichen Käufer. Der Nettoerlös von etwa 1,38 Milliarden Dollar wurde verwendet, um: 133,9 Millionen Dollar an 2025 Notes zu einem Preis von 130,8 Millionen Dollar zurückzukaufen, 451,5 Millionen Dollar an 2027 Notes für 408,6 Millionen Dollar zurückzukaufen, 2.260.397 Aktien zum Preis von 200,0 Millionen Dollar zurückzukaufen und 93,0 Millionen Dollar für capped call Transaktionen zu zahlen.
Die Notes haben am 1. April 2030 ihre Fälligkeit, mit einem anfänglichen Umwandlungsverhältnis von 8,3718 Aktien pro 1.000 Dollar Nennbetrag, was einem Umwandlungspreis von 119,45 Dollar pro Aktie entspricht, was einen Aufschlag von 35% auf den Schlusskurs von 88,48 Dollar am 3. Dezember 2024 darstellt.
Positive
- Successfully raised $1.4 billion through convertible notes offering
- Strategic debt restructuring through repurchase of existing notes
- Implementation of capped call transactions to minimize potential dilution
Negative
- Increased debt obligation with $1.4 billion new notes
- Potential dilution risk if notes are converted to common stock
- $200 million cash expenditure on share repurchases reducing cash reserves
Insights
This $1.4 billion convertible note offering represents a significant refinancing move by BILL. The company is effectively restructuring its debt by using the proceeds to repurchase existing notes due in 2025 ($133.9M) and 2027 ($451.5M), while also conducting a strategic share buyback of $200M. The 0% interest rate on these new 2030 notes is particularly favorable in the current high-rate environment.
The conversion price of $119.45 represents a 35% premium to the current stock price, indicating confidence in future growth. The inclusion of capped call transactions helps minimize potential dilution for existing shareholders. The remaining $547.6M provides significant financial flexibility for future operations and strategic initiatives.
The market implications of this transaction are noteworthy. By repurchasing 2.26 million shares at $88.48 per share, BILL is sending a strong signal about management’s view of the stock’s value. The structured approach to managing dilution through capped calls, combined with the share repurchase, demonstrates a balanced approach to capital management.
The timing of this refinancing is strategic, taking advantage of current market conditions to extend debt maturity to 2030 while maintaining a 0% coupon rate. The transaction provides enhanced financial flexibility while potentially reducing future dilution concerns, which should be viewed positively by institutional investors.
SAN JOSE, Calif.–(BUSINESS WIRE)– 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.
The Notes have an initial conversion rate of 8.3718 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 $119.45 per share. The initial conversion price represents a premium of approximately 35% to the $88.48 closing price of BILL’s common stock on the New York Stock Exchange on December 3, 2024.
Holders of the Notes have the right to require BILL 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 is also 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 are redeemable, in whole or in part, for cash at BILL’s option at any time, and from time to time, on or after December 1, 2027, 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.
Capped Call Transactions and Concurrent Existing Note and Share Repurchases
In connection with the pricing of the Notes and the full exercise of the option by the initial purchasers to purchase additional Notes, BILL entered into privately negotiated capped call transactions with certain financial institutions (the “option counterparties”). The capped call transactions are expected generally to offset potential dilution to the common stock upon any conversion of the Notes and/or reduce any cash payments BILL is required to make in excess of the principal amount of converted Notes, as the case may be, with such offset subject to a cap.
BILL expects that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates will purchase shares of BILL’s common stock and/or enter into various derivative transactions with respect to the common stock concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the common stock or the Notes at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the common stock and/or purchasing or selling the common stock or other securities of BILL in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so (x) during the observation period for conversions of Notes on or following January 1, 2030, (y) following any conversion of Notes prior to January 1, 2030 or in connection with any repurchase or redemption of the Notes, to the extent BILL unwinds a corresponding portion of the capped call transactions, and (z) if BILL otherwise unwinds all or a portion of the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of the common stock or the Notes, which could affect holders’ ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares and value of the consideration that holders’ will receive upon conversion of the Notes.
On December 3, 2024, BILL entered into privately negotiated transactions with certain holders of the 2025 Notes to repurchase, for approximately $130.8 million in cash, approximately $133.9 million aggregate principal amount of the 2025 Notes, excluding accrued and unpaid special interest on the 2025 Notes, on terms negotiated with each holder, and with certain holders of the 2027 Notes to repurchase, for approximately $408.6 million in cash, approximately $451.5 million aggregate principal amount of the 2027 Notes, excluding accrued and unpaid special interest on the 2027 Notes, on terms negotiated with each holder (each, an “Existing Note Repurchase”). BILL also used approximately $200.0 million of the net proceeds from the offering to repurchase 2,260,397 shares of its common stock from purchasers of Notes in the offering in privately negotiated transactions with or through one of the initial purchasers or its affiliates concurrently with the pricing of the Notes (the “Share Repurchases”), and the purchase price per share of common stock repurchased in the Share Repurchases was equal the closing price per share of the common stock on December 3, 2024, which was $88.48 per share. The Existing Note Repurchases and the Share Repurchases are expected to be settled on or about December 6, 2024.
This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the Notes, the Existing Notes or the common stock (including the shares of the common stock, if any, into which the Notes are convertible) and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
The Notes and any shares of the common stock issuable upon conversion of the Notes have not been registered under the Act, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
Cautionary Statement Regarding Forward-Looking Statements
This press release may include forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act. Words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “should,” “will” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements in this press release may include but are not limited to statements regarding the expected use of net proceeds of the offering. Factors that may contribute to such differences include, but are not limited to, the expected use of the net proceeds from the offering, which could change as a result of market conditions and prevailing market and other general economic, industry or political conditions in the United States or internationally. The foregoing list of risks and uncertainties is illustrative, but is not exhaustive. For information about other potential factors that could affect BILL’s business and financial results, please review the “Risk Factors” described in BILL’s Quarterly Report on Form 10-Q for the three months ended September 30, 2024 filed with the Securities and Exchange Commission (the “SEC”) and in BILL’s other filings with the SEC. These forward-looking statements speak only as of the date hereof or as of the date otherwise stated herein. BILL disclaims any obligation to update these forward-looking statements.
View source version on businesswire.com: https://www.businesswire.com/news/home/20241206970256/en/
IR Contact:
Karen Sansot
Press Contact:
John Welton
Source: BILL
FAQ
What is the size of BILL’s 2030 convertible notes offering?
BILL’s convertible notes offering totaled $1.4 billion, including the full exercise of the $150.0 million option granted to initial purchasers.
What is the conversion price for BILL’s 2030 convertible notes?
The initial conversion price is $119.45 per share, representing a 35% premium to the December 3, 2024 closing price of $88.48.
How did BILL use the proceeds from the 2030 convertible notes?
BILL used the proceeds to repurchase existing 2025 and 2027 notes, repurchase common stock, fund capped call transactions, and for general corporate purposes.
When do BILL’s 2030 convertible notes mature?
The convertible notes will mature on April 1, 2030, unless earlier converted, redeemed, or repurchased.
