Bill.com greenshoe lifts 0% six-year convertibles to $575 million

By Wendy Van Sickle

Columbus, Ohio, Sept. 24 – Underwriters for Bill.com Holdings Inc.’s 0% six-year convertible notes fully exercised their $75 million greenshoe, increasing the total size of the deal to $575 million, according to a company news release.

The company priced an initial $500 million of the notes on Sept. 21 at par with an initial conversion premium of 52.5%, as previously reported.

Pricing came in line with revised talk for a fixed coupon of 0% and at the cheap end of revised talk for an initial conversion premium of 52.5% to 55%, according to a market source.

Talk tightened from initial price talk for a coupon of 0% to 0.25% and an initial conversion premium of 45% to 50%.

Goldman Sachs & Co. LLC, BofA Securities, Inc, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC were bookrunners for the Rule 144A offering.

The notes are non-callable until Oct. 5, 2024 and then subject to a 130% hurdle.

They are putable upon a fundamental change.

The notes will be settled in cash, shares or a combination of both at the company’s option.

In connection with the convertible notes offering, the company entered into capped call transactions.

Approximately $33 million of net proceeds will be used to cover the cost of the call spread with the remaining amount to be used for general corporate purposes, which may include potential acquisitions or strategic transactions.

Bill.com is a Palo Alto, Calif.-based cloud-based software company that automates financial operations for small and mid-size businesses.

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