improve its indication of interest, the board would be willing to reconsider its determination as to whether to move forward with the sale process. The Billtrust board of directors directed management to instruct each of the parties that had submitted a proposal that Billtrust would not be moving forward with such party in light of the value offered and other aspects of their proposal.
On August 12, 2022 and August 13, 2022, at the direction of the Billtrust board of directors, members of management of Billtrust informed Financial Sponsor A, Financial Sponsor B and Financial Sponsor C that Billtrust was terminating further discussions regarding a potential transaction based on the proposals received.
During the period from August 12, 2022 until August 14, 2022, representatives of J.P. Morgan informed EQT that Billtrust was terminating further discussions regarding a potential transaction based on the proposals received and discussed EQT’s continued interest in a potential transaction with Billtrust. Also during the same period, Mr. Lane and representatives of EQT held conversations in which Mr. Lane emphasized that in light of the value offered, Billtrust would not be moving forward with a potential transaction, and EQT requested the opportunity to submit a revised proposal.
Following such conversations, on August 15, 2022, EQT submitted to Billtrust and representatives of J.P. Morgan a revised, written non-binding indication of interest to acquire Billtrust for a per share price of $10.00 in cash (the “August 15 EQT Proposal”).
On August 15, 2022, the Billtrust board of directors met, and also in attendance were members of management and representatives of Davis Polk and J.P. Morgan. At the request of the Billtrust board of directors, representatives of J.P. Morgan provided an update regarding its recent discussions with EQT with respect to the potential sale of Billtrust, including the August 15 EQT Proposal. Members of the Billtrust board of directors considered the August 15 EQT Proposal and discussed whether it was likely that EQT would improve its offer to acquire Billtrust. The Billtrust board of directors discussed whether a sale of Billtrust to EQT at the indicative price referenced in the August 15 EQT Proposal would maximize value for Billtrust’s stockholders as compared to remaining an independent company. The Billtrust board of directors decided not to make a determination regarding whether to engage further with EQT in order to provide the members of the Billtrust board of directors with additional time to consider the August 15 EQT Proposal and to see if there were any other near-term developments with respect to the sale process. The Billtrust board of directors decided to reconvene at a later date to further discuss and decide what actions, if any, Billtrust should take in response to the August 15 EQT Proposal.
On August 21, 2022, the Billtrust board of directors met, and also in attendance were members of management and representatives of Davis Polk. Mr. Lane provided an update on recent conversations with EQT, and discussed the likelihood that EQT would proceed with a transaction consistent with the terms of the August 15 EQT Proposal. The Billtrust board of directors determined that it was advisable and in the best interests of Billtrust’s stockholders to move forward with due diligence at this juncture and directed management to continue engaging with EQT with respect to due diligence.
On August 28, 2022, EQT was granted access to a virtual data room containing certain non-public information regarding Billtrust. Following such date, through the execution of the merger agreement, representatives of Billtrust, EQT, and their respective advisors held a number of telephonic conferences regarding due diligence matters.
On August 31, 2022, Davis Polk provided a draft of the merger agreement to Weil, Gotshal & Manges LLP (“Weil”), outside counsel to EQT. Thereafter, during September 2022, Weil and Davis Polk exchanged drafts and negotiated the terms of the merger agreement and the ancillary transaction documents (including restrictive covenant agreements and voting and support agreements).
On September 1, 2022, Mr. Lane and representatives of EQT met for dinner and discussed the proposed transaction.
On September 22, 2022, Mr. Lane and representatives of EQT met for dinner, during which EQT reaffirmed its commitment to the proposed transaction.
On September 23, 2022, representatives of Billtrust, EQT, Davis Polk and Weil met via video conference to negotiate the outstanding issues in the merger agreement, including, among others, Billtrust’s remedies if EQT were to breach its obligations to complete the transaction, the amount of the break-up fee potentially payable by