BTRS Announces Launch of Public Offering of Common Stock

Press Release | June 28, 2021

BTRS Holdings Inc. announced the commencement of an underwritten secondary offering of 9,000,000 shares of the Company’s Class 1 common stock.

LAWRENCEVILLE, N.J., June 28, 2021 (GLOBE NEWSWIRE) -- BTRS Holdings Inc. (Nasdaq: BTRS) (“BTRS”), a leading provider of cloud-based software and integrated payment processing solutions that simplify and automate B2B commerce, today announced the commencement of an underwritten secondary offering of 9,000,000 shares of the Company’s Class 1 common stock. All of the Class 1 common stock is being offered by existing shareholders and BTRS will not receive any of the proceeds from the offering. The 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 subject to market conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.

Citigroup Global Markets, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc. and William Blair & Company, L.L.C. are acting as bookrunners.

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, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, prior to the time that the registration statement becomes effective. A prospectus relating to the offering is available for free on the SEC’s website located at When available, 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.

BTRS 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. BTRS 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 BTRS 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 BTRS’s financial and business performance, changes in BTRS’s strategy, the potential benefits to BTRS’s customers of BTRS’s services, BTRS’s opportunity and ability to grow and scale its business, BTRS’s expansion plans, the impact of health epidemics on BTRS’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 BTRS’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 BTRS. These forward-looking statements are subject to a number of risks and uncertainties, including the ability to maintain the listing of BTRS common stock on Nasdaq; changes in applicable laws and regulations; the impact of the COVID-19 pandemic on BTRS’s business; BTRS’s ability to execute its business model, BTRS’s ability to attract and retain customers and expand customers’ use of BTRS’s products and services; risks relating to the uncertainty of BTRS’s projected financial and operating information; BTRS’s ability to raise capital; the possibility BTRS will be adversely affected by other economic, business, and/or competitive factors; and the risks discussed in BTRS’s Annual Report on Form 10-K filed on March 24, 2021, under the heading “Risk Factors” and other documents of BTRS filed, or to be filed, with the SEC. If any of these risks materialize or any of BTRS’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that BTRS presently does not know of or that BTRS 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 BTRS’s expectations, plans or forecasts of future events and views as of the date of this press release. BTRS anticipates that subsequent events and developments will cause BTRS’s assessments to change. However, while BTRS may elect to update these forward-looking statements at some point in the future, BTRS specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing BTRS’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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