Billtrust Announces Pricing of Public Offering of Common Stock

Press Release | June 30, 2021

BTRS Holdings Inc. announced the pricing of an underwritten secondary offering of 9,000,000 shares of the Company’s Class 1 common stock at a public offering price of $12.25 per share.

LAWRENCEVILLE, N.J., June 30, 2021 (GLOBE NEWSWIRE) -- BTRS Holdings Inc. (Nasdaq: BTRS) (“Billtrust”), a leading provider of cloud-based software and integrated payment processing solutions that simplify and automate B2B commerce, today announced the pricing of an underwritten secondary offering of 9,000,000 shares of the Company’s Class 1 common stock at a public offering price of $12.25 per share. The gross proceeds from the offering, before deducting underwriting discounts and commissions, are expected to be $110,250,000. All of the Class 1 common stock is being offered by existing shareholders and Billtrust will not receive any of the proceeds from the offering. Certain selling shareholders have granted the underwriters a 30-day option to purchase an aggregate of not more than 1,350,000 additional shares of the Company’s Class 1 common stock on the same terms and conditions. The Company will not receive any proceeds from any sale of shares by the selling shareholders.

The offering is expected to close on or about July 6, 2021, subject to satisfaction of customary closing conditions.

Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and William Blair & Company, L.L.C. are acting as bookrunners. Canaccord Genuity LLC, Guggenheim Securities, LLC and Needham & Company, LLC are acting as co-managers.

A registration statement on Form S-1 relating to the shares being sold in this offering, including a prospectus, was filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 28, 2021, and became effective on June 30, 2021. A prospectus relating to the offering is available for free on the SEC’s website located at Electronic copies of the prospectus may be obtained from Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-800-831-9146; or J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Telephone: 1-866-803-9204; email: [email protected].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BTRS Holdings Inc.

Billtrust is at the forefront of the digital transformation of accounts receivable (“AR”), providing mission-critical solutions that span credit decisioning and monitoring, online ordering, invoicing, cash application, and collections. Billtrust solutions integrate with a number of ecosystem players, including financial institutions, enterprise resource planning (“ERP”) systems, and accounts payable (“AP”) software platforms, to help customers accelerate cash flow and generate sales more quickly and efficiently. Customers use the Billtrust platform to transition from expensive paper invoicing and check acceptance to efficient electronic billing and payments, which accelerates revenue capture, generates cost savings, and provides a better user experience.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “continue,” “goal,” “project” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding Billtrust’s financial and business performance, changes in Billtrust’s strategy, the potential benefits to Billtrust’s customers of Billtrust’s services, Billtrust’s opportunity and ability to grow and scale its business, Billtrust’s expansion plans, the impact of health epidemics on Billtrust’s business, and future operating results. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Billtrust’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of Billtrust. These forward-looking statements are subject to a number of risks and uncertainties, including the ability to maintain the listing of Billtrust common stock on Nasdaq; changes in applicable laws and regulations; the impact of the COVID-19 pandemic on Billtrust’s business; Billtrust’s ability to execute its business model, Billtrust’s ability to attract and retain customers and expand customers’ use of Billtrust’s products and services; risks relating to the uncertainty of Billtrust’s projected financial and operating information; Billtrust’s ability to raise capital; the possibility Billtrust will be adversely affected by other economic, business, and/or competitive factors; and the risks discussed in Billtrust’s Annual Report on Form 10-K filed on March 24, 2021, under the heading “Risk Factors” and other documents of Billtrust filed, or to be filed, with the SEC. If any of these risks materialize or any of Billtrust’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Billtrust presently does not know of or that Billtrust currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Billtrust’s expectations, plans or forecasts of future events and views as of the date of this press release. Billtrust anticipates that subsequent events and developments will cause Billtrust’s assessments to change. However, while Billtrust may elect to update these forward-looking statements at some point in the future, Billtrust specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Billtrust’s assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

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