8-K
filed December 16, 2022, 6:59 PM ET
CIK 0001774155
M&A
confidence high
sentiment neutral
materiality 1.00
BTRS Holdings Inc.: M&A transaction — BTRS Holdings (Billtrust) acquired by EQT Private Equity for $9.50/share
BTRS Holdings Inc.
- Acquisition completed Dec 16, 2022; shareholders receive $9.50 per share in cash, stock delisted from Nasdaq.
- Flint A. Lane (4.6M shares), FL GRATs (1.96M), and Bain affiliates (6.6M) rolled shares for equity interests.
- Board resigned; Sunil Rajasekar appointed sole director; Steven Pinado named Secretary; all prior officers resigned.
- Financing from EQT equity and debt commitments from Sixth Street, Owl Rock, and Monroe Capital.
- J.P. Morgan advised Billtrust; Evercore advised EQT; Davis Polk and Weil Gotshal legal counsel.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steven Pinado was appointed as Secretary at BTRS Holdings Inc..
- Action
- appointed
- Role
- Secretary
Exact text from the filing
Steven Pinado was appointed Secretary of Billtrust.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sunil Rajasekar was appointed as sole director at BTRS Holdings Inc..
- Action
- appointed
- Role
- sole director
Exact text from the filing
Sunil Rajasekar was appointed the sole director of Billtrust.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BTRS Holdings Inc.: the bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Company.
- Change
- bylaw amendment
Exact text from the filing
In addition, the bylaws of Merger Sub in effect at the Effective Time shall be the bylaws of the Company (except that references to the name of Merger Sub shall be replaced by reference to the name of the Company) until thereafter amended.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BTRS Holdings Inc.: the certificate of incorporation of the Company was amended and restated.
- Change
- charter amendment
Exact text from the filing
Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
BTRS Holdings Inc. underwent a change of control involving EQT X Fund for $9.50 per share in cash (closed 2022-12-16).
- Action
- change of control
- Counterparty
- EQT X Fund
- Consideration
- $9.50 per share in cash
- Closing
- 2022-12-16
Exact text from the filing
held by the Company as treasury stock), issued and outstanding immediately prior to the Effective Time (other than dissenting shares) were converted into the right to receive $9.50 in cash, without interest (the “Merger Consideration”). At the Effective Time: • Each stock option to purchase Company Common Stock (whether or not vested) pursuant to a Company
View on SEC.gov
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