BILL Holdings, Inc. current report, 01 September 2021

Full document

Business Context and Reporting Period

Bill.com Holdings, Inc. filed a Form 8-K dated September 1, 2021, under Item 2.01 to report completion of its previously announced acquisition of Invoice2go, Inc. Invoice2go became a wholly owned subsidiary of Bill.com. The filing does not report quarterly or annual operating results.

Transaction and Key Financial Terms

  • Total consideration was approximately $625 million, subject to customary purchase price adjustments.
  • Approximately 25% of the consideration was payable in cash.
  • The remaining consideration consisted of Bill.com common shares, options to acquire common shares, and restricted stock units covering common shares.
  • The share-based consideration was issued in a transaction described as an unregistered sale of equity securities under Item 3.02.
  • Fortis Advisors LLC is acting as the stockholders’ agent for Invoice2go stockholders.

Material Changes Versus the Prior Comparable Period

The material event is the completion of the Invoice2go acquisition on September 1, 2021. The filing text does not provide comparable-period revenue, profit, cash flow, margin, debt, liquidity, or operating metrics, nor does it quantify the effect of the acquisition on Bill.com’s financial statements.

Guidance, Outlook, Risks, and Unusual Items

  • The filing provides no financial guidance or detailed management outlook.
  • The transaction is subject to customary purchase price adjustments.
  • The filing states that the transaction summary is qualified by the full Merger Agreement, which was to be filed with the earlier of the Company’s Form 10-Q for the quarter ending September 30, 2021, or a Form S-3 registration statement covering resale of the share consideration.
  • Investors should consider potential dilution from the common shares, options, and restricted stock units issued as part of the acquisition consideration.

Important Facts to Verify

  • Final purchase price and any purchase price adjustments.
  • Final cash portion and number and type of equity securities issued.
  • Accounting treatment, purchase-price allocation, goodwill, intangible assets, and any acquisition-related expenses.
  • Invoice2go’s contribution to Bill.com revenue, expenses, cash flow, and guidance after closing.
  • Terms of the Merger Agreement and the subsequent resale registration statement.