TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under § 240.14a-12
BTRS HOLDINGS INC.
(Name of Registrant as Specified In Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Fee paid previously with preliminary materials.

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF OCTOBER 21, 2022
BTRS HOLDINGS INC.
1009 Lenox Drive, Suite 101
Lawrenceville, New Jersey 08648
[•], 2022
Dear Stockholder:
We cordially invite you to attend a special meeting of the stockholders of BTRS Holdings Inc. (“Billtrust”), which will be held on [•] at [•] Eastern Time at 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648 (the “special meeting”).
On September 28, 2022, Billtrust entered into a definitive merger agreement with Bullseye FinCo, Inc., a Delaware corporation (“Parent”) and Bullseye Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”) (as it may be amended from time to time, the “merger agreement”). Pursuant to the terms of the merger agreement, Merger Sub will be merged with and into Billtrust, with Billtrust surviving the merger as a wholly owned subsidiary of Parent (the “merger”).
If the merger is completed, Billtrust stockholders will have the right to receive $9.50 in cash, without interest and less any applicable withholding taxes, for each share of Class 1 common stock of Billtrust, $0.0001 par value, and Class 2 common stock of Billtrust, $0.0001 par value, that they own immediately prior to the effective time of the merger unless they have properly demanded appraisal rights for such shares in accordance with Delaware law. The purchase price represents a premium of approximately 64% over Billtrust’s closing share price on September 27, 2022, the last trading day prior to the announcement that Billtrust had entered into the merger agreement and a premium of approximately 76% to Billtrust’s 90-trading-day volume-weighted average stock price on the same date.
At the special meeting (or any adjournment or postponement thereof), stockholders will be asked to vote on the proposal to adopt the merger agreement. Under Delaware law, stockholders holding at least a majority of the shares of Billtrust common stock outstanding at the close of business on the record date must vote “FOR” the merger proposal to adopt the merger agreement. A failure to vote your shares of Billtrust common stock or an abstention from voting will have the same effect as a vote against the merger proposal.
In connection with the merger, Flint A. Lane (individually and through certain affiliated trusts) and certain entities affiliated with Bain Capital Venture Investors, LLC (the “Bain Capital Venture Entities”) each entered into a rollover and contribution agreement with Parent pursuant to which, among other things, such parties agree to indirectly contribute a portion of their shares of Billtrust common stock to Parent in exchange for equity interests in Bullseye Holdings, LP, the indirect owner of Parent and Merger Sub, subject to the terms and conditions set forth in the applicable rollover and contribution agreement. Additionally, each of Mr. Lane (individually and through certain affiliated trusts) and the Bain Capital Venture Entities also entered into a voting and support agreement with Parent pursuant to which they have agreed, on the terms and subject to the conditions set forth in their respective voting and support agreements, to vote their shares of Billtrust common stock in favor of, among other things, the merger and the adoption of the merger agreement, and against, among other things, any proposal relating to a competing transaction involving Billtrust.
We cannot complete the merger unless Billtrust stockholders adopt the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you are able to attend the special meeting, please complete, sign and date the enclosed proxy card and return it in the envelope provided or vote by telephone (at the toll-free number indicated on the proxy card) or via the internet (at the voting site indicated on the proxy card) as promptly as possible so that your shares may be represented and voted at the special meeting (or any adjournment or postponement thereof).
After careful consideration, the Billtrust board of directors (other than Mr. Lane and Matthew C. Harris (a Managing Director of Bain Capital Venture Investors, LLC), who recused themselves in light of the rollover and contribution agreements mentioned above) has determined that the merger and the other transactions contemplated by the merger agreement are advisable and fair to, and in the best interests of, Billtrust and its stockholders and has approved the merger agreement. The Billtrust board of directors

TABLE OF CONTENTS

(other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) recommends that Billtrust stockholders vote “FOR” the proposal to adopt the merger agreement.
In addition, the Securities and Exchange Commission (the “SEC”) has adopted rules that require us to seek a non-binding, advisory vote with respect to certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger, approval of which requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the special meeting (provided that a quorum is present). The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) recommends that Billtrust stockholders vote “FOR” the named executive officer merger-related compensation proposal described in the accompanying proxy statement.
The proposal to approve an adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the shares of our common stock in attendance or represented by proxy at the special meeting and entitled to vote on such proposal. The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) recommends that Billtrust stockholders vote “FOR” the proposal to approve an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
The obligations of Billtrust, Parent and the Merger Sub to complete the merger are subject to the satisfaction or waiver of certain applicable conditions. The accompanying proxy statement contains detailed information about Billtrust, the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. In addition, a copy of the merger agreement is attached as Annex A to the proxy statement. The enclosed proxy statement also describes the process by which the Billtrust board of directors considered, negotiated and ultimately approved the merger agreement and the merger, as well as the reasons the Billtrust board of directors approved the merger agreement and recommends that Billtrust’s stockholders adopt the merger agreement. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about Billtrust from documents Billtrust has filed with the SEC.
If you have any questions or need assistance voting your shares of our common stock, please contact Georgeson LLC, our proxy solicitor (“Georgeson”), by calling toll-free at 888-666-2594.
Thank you for your consideration of this matter and your continued confidence in Billtrust.
 
Sincerely,
 
 
 
 
 
Flint A. Lane
Chairman and Chief Executive Officer
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER, PASSED UPON THE MERITS OF THE MERGER AGREEMENT, THE MERGER OR THE OTHER TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT OR DETERMINED IF THE ACCOMPANYING PROXY STATEMENT IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The accompanying proxy statement is dated [•], 2022 and, together with the enclosed form of proxy, is first being mailed to Billtrust stockholders on or about [•], 2022.

TABLE OF CONTENTS

BTRS HOLDINGS INC.
1009 Lenox Drive, Suite 101
Lawrenceville, New Jersey 08648
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
DATE & TIME
[•], 2022 at [•], Eastern Time.
PLACE
1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648.
ITEMS OF BUSINESS
Consider and vote on:
 
1.
A proposal to adopt that certain Agreement and Plan of Merger, dated as of September 28, 2022, by and among BTRS Holdings, Inc., a Delaware corporation (“Billtrust”), Bullseye FinCo, Inc., a Delaware corporation (“Parent”), Bullseye Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”) (the “merger agreement”), a copy of which is included as Annex A to the proxy statement of which this notice forms a part, and pursuant to which Merger Sub will be merged with and into Billtrust, with Billtrust surviving the merger as a wholly owned subsidiary of Parent (the “merger”);
 
 
 
 
2.
A proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger discussed under the section entitled “The Merger (Proposal 1) – Interests of Billtrust Directors and Executive Officers in the Merger” beginning on page [49] of this proxy statement; and
 
 
 
 
3.
A proposal to approve an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
 
 
 
RECORD DATE
Stockholders of record at the close of business on [•], 2022 are entitled to notice of and may vote at the special meeting.
 
 
 
 
At least 10 days before the special meeting, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order and showing the address of and the number of shares registered in the name of each stockholder, will be prepared by the Secretary at Billtrust, 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648, or the transfer agent in charge of the stock ledger of Billtrust. Such list will be open for examination by any Billtrust stockholder at such address at the time of the meeting.
 
 
 
VOTING BY PROXY
The Billtrust board of directors is soliciting your proxy to assure that a quorum is present and that your shares are represented and voted at the special meeting. For information on submitting your proxy over the internet, by telephone or by returning your proxy by mail (no extra postage is needed for the provided envelope if mailed in the United States), please see the attached proxy statement and enclosed proxy card. If you later decide to vote at the special meeting, your proxy prior to the special meeting will be revoked; however, attending the special meeting will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or cast a ballot at the special meeting.
 
 
 

TABLE OF CONTENTS

RECOMMENDATIONS
The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) recommends that you vote:
 
1.
FOR” the proposal to adopt the merger agreement;
 
 
 
 
2.
FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger; and
 
 
 
 
3.
FOR” the proposal to adjourn the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
 
 
 
APPRAISAL RIGHTS
Under the Delaware General Corporation Law (the “DGCL”), any record holder of Billtrust common stock who does not vote in favor of the merger, and who exercises its appraisal rights and fully complies with all of the provisions of Section 262 of the DGCL (but not otherwise), will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, all (but not less than all) of its shares of Billtrust common stock if the merger is completed.
Your proxy may be revoked at any time before the vote at the special meeting, or any adjournment or postponement thereof, by (i) giving the Office of the Secretary written notice of revocation, (ii) returning a later-dated proxy or (iii) attending the special meeting and voting; however, attending the special meeting will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or cast a ballot at the special meeting.
Please note that we intend to limit attendance at the special meeting to stockholders at the close of business on the record date (or their authorized representatives). If your shares are held by a broker, bank or other nominee, you must instruct the broker, bank or other nominee how to vote your shares or obtain a proxy, executed in your favor, from that record holder giving you the right to vote the shares at the special meeting.

TABLE OF CONTENTS

YOUR VOTE IS VERY IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE VOTE OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS, OR BY MAIL BY COMPLETING, DATING, SIGNING AND RETURNING A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU ATTEND THE SPECIAL MEETING AND WISH TO VOTE YOUR SHARES PERSONALLY, YOU MAY DO SO.
We urge you to read the proxy statement, including any documents incorporated by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of Billtrust common stock, please contact Billtrust’s proxy solicitor:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free:
888-666-2594

TABLE OF CONTENTS

BTRS Holdings Inc.
1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648
BTRS HOLDINGS INC.
PROXY STATEMENT

SPECIAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
 
Page
i

TABLE OF CONTENTS

 
Page
ii



TABLE OF CONTENTS

SUMMARY
This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the merger. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on Billtrust included in documents incorporated by reference into this proxy statement, see the section entitled “Where You Can Find More Information” beginning on page [98] of this proxy statement. We have included page references in this summary to direct you to a more complete description of the topics presented below.
All references to “Billtrust,” “we,” “us” or “our” in this proxy statement refer to BTRS Holdings Inc., a Delaware corporation, including in some cases, its subsidiaries; all references to “Parent” refer to Bullseye FinCo, Inc., a Delaware corporation; all references to “Merger Sub” refer to Bullseye Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent formed for the sole purpose of effecting the merger; all references to “Billtrust common stock” refer to the Class 1 common stock of Billtrust, $0.0001 par value, and Class 2 common stock of Billtrust, $0.0001 par value; all references to the “Billtrust board” or “Billtrust board of directors” refer to the board of directors of Billtrust; all references to the “merger” refer to the merger of Merger Sub with and into Billtrust with Billtrust surviving as a wholly owned subsidiary of Parent; and, unless otherwise indicated or as the context requires, all references to the “merger agreement” refer to the Agreement and Plan of Merger, dated as of September 28, 2022, as may be amended from time to time, by and among Billtrust, Parent and Merger Sub. Billtrust, following the completion of the merger, is sometimes referred to in this proxy statement as the “surviving corporation.”
1

TABLE OF CONTENTS

THE COMPANIES
BTRS Holdings Inc. (see page [25])
Billtrust is a leading provider of cloud-based software and integrated payment processing solutions that simplify and automate B2B commerce. For businesses around the world, there is a high degree of cost, risk, and complexity in timely receiving cash and recognizing revenue; Billtrust solves these problems by addressing both sides of the payment equation, delivering an order-to-cash platform that spans credit-to-cash application and collection, integrated with an open network connecting the B2B payments ecosystem. Billtrust is at the forefront of the digital transformation of accounts receivable, providing mission-critical solutions that span credit decisioning and monitoring, online ordering, invoice delivery, payments and remittance capture, invoicing, cash application and collections.
Billtrust’s principal executive office is located at 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648. Billtrust’s telephone number is (609) 235-1010. Billtrust’s internet website address is www.billtrust.com. The information provided on the Billtrust website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.
Shares of Billtrust common stock are listed and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “BTRS.”
Parent (see page [25])
Bullseye FinCo, Inc., which we refer to as “Parent”, is a Delaware corporation formed solely for the purpose of entering into the transactions contemplated by the merger agreement, and has not entered into any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and the debt financing in connection with the merger. Upon completion of the merger, Parent will be the immediate parent company of Billtrust.
Parent and Merger Sub are each affiliated with EQT X EUR SCSp and EQT X USD SCSp, which we collectively refer to as the “EQT Investors”. At the effective time of the merger, Billtrust, as the surviving corporation, will be indirectly owned by, among others, the EQT Investors.
The EQT Investors are affiliates of the EQT X fund and EQT AB, a leading investment firm with more than EUR 77 billion in assets under management across 36 active funds and with portfolio companies in Europe, Asia-Pacific and the Americas with total sales of approximately EUR 29 billion and more than 280,000 employees.
Parent’s principal executive office is located at 1114 Avenue of the Americas, 45th Floor, New York, NY 10036 (c/o EQT Partners Inc.). Parent’s telephone number is +1 (917) 281-0850. Parent’s internet website address is www.eqtgroup.com. The information provided on the Parent website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.
Merger Sub (see page [25])
Bullseye Merger Sub, Inc., which we refer to as “Merger Sub”, is a Delaware corporation and wholly owned subsidiary of Parent, formed solely for the purpose of entering into the transactions contemplated by the merger agreement, and has not entered into any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and the debt financing in connection with the merger. Upon completion of the merger, Merger Sub will merge with and into Billtrust, with Billtrust surviving, and Merger Sub will cease to exist.
2

TABLE OF CONTENTS

 THE MERGER
A copy of the merger agreement is attached as Annex A to this proxy statement. We encourage you to read the entire merger agreement carefully because it is the principal document governing the merger. For more information on the merger agreement, see the section entitled “The Transaction Agreements—The Merger Agreement” beginning on page [56] of this proxy statement.
Effects of the Merger (see page [31])
If the merger is completed, then, at the effective time of the merger, Merger Sub will be merged with and into Billtrust in accordance with the DGCL. As a result of the merger, the separate existence of Merger Sub will cease, and Billtrust will survive the merger as a wholly owned subsidiary of Parent.
Upon consummation of the merger, your shares of Billtrust common stock will be converted into the right to receive the per share merger consideration described below unless you have properly demanded appraisal rights in accordance with Delaware law. As a result, you will not own any shares of the surviving corporation, and you will no longer have any interest in its future earnings or growth. As a result of the merger, Billtrust will cease to be a publicly-traded company and will be a wholly owned subsidiary of Parent. Following consummation of the merger, the surviving corporation will terminate the registration of Billtrust’s common stock on the Nasdaq and Billtrust will no longer be subject to reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Merger Consideration (see page [0])
Upon the terms and subject to the conditions of the merger agreement, at the effective time of the merger, Billtrust stockholders will have the right to receive $9.50 in cash, without interest (the “merger consideration”), and less any applicable withholding taxes, for each share of Billtrust common stock that they own immediately prior to the effective time of the merger.
Treatment of Billtrust Equity Awards (see page [58])
The merger agreement provides that, except as otherwise agreed to by Parent and the applicable holder thereof, at or immediately prior to the effective time of the merger, the outstanding equity awards of Billtrust granted pursuant to Billtrust’s 2020 Equity Incentive Plan, the Factor Systems, Inc. 2014 Incentive Compensation Plan or the Factor Systems, Inc. 2003 Stock Incentive Plan (each, an “Equity Plan”) will be treated as follows:
Stock Options
With respect to each option to acquire Billtrust common stock (a “Company Stock Option”) granted pursuant the Equity Plans, whether vested or unvested, that is outstanding immediately prior to the effective time of the merger, (i) if the per share exercise price of such Company Stock Option is equal to or greater than the merger consideration (each, an “Out-of-the-Money Option”), such Company Stock Option will terminate and be cancelled immediately prior to the effective time of the merger, without any consideration payable in respect thereof, and will have no further force or effect and (ii) if the per share exercise price for such Company Stock Option is less than the merger consideration (each, an “In-the-Money Option”), such Company Stock Option will become fully vested (to the extent unvested or to the extent such Company Stock Option would not otherwise vest) and will terminate and be cancelled immediately prior to the effective time of the merger in exchange for the right to receive an amount in cash, determined by multiplying (i) the excess, if any, of the merger consideration over the applicable exercise price of such canceled Company Stock Option by (ii) the number of shares subject to such Company Stock Option immediately prior to the effective time of the merger.
Restricted Stock Units
Except as provided with below with respect to New RSUs (as defined below), each restricted stock unit granted pursuant to an Equity Plan (a “Company RSU”) will fully vest and be canceled and converted into the right of the holder to receive an amount in cash equal to the product of (i) the merger consideration and (ii) the total number of shares subject to such Company RSU.
Under the merger agreement, Billtrust may grant certain equity awards after September 28, 2022 and prior to the closing of the merger. Specifically, prior to closing, Billtrust may grant (i) Company RSUs to
3

TABLE OF CONTENTS

non-employee directors in accordance with the Billtrust Director Compensation Policy, (ii) off-cycle Company RSUs to newly hired employees and in connection with employee promotions, in each case, in the ordinary course of business, the shares underlying which cannot exceed 500,000 in the aggregate without Parent’s consent, (iii) Company RSUs committed to be granted to September 2022 new hires, and (iv) if closing of the merger does not occur on or before March 31, 2023, Billtrust may grant Company RSUs to employees, executive officers and non-employee directors in the ordinary course of business (provided that any such Company RSUs awarded to the CEO or any direct report of the CEO or any Executive Vice President or Senior Vice President of Billtrust is subject to the consent of Parent, which consent may not be unreasonably withheld). The Company RSUs granted after September 28, 2022 and prior to the closing are sometimes referred to herein as “New RSUs.” Except for such grants made to non-employee directors, New RSUs will be converted into cash awards immediately prior to the effective time of the merger, each in an amount equal to the product of (i) the merger consideration and (ii) the total number of shares subject to the corresponding Company RSU, which cash awards will vest and be payable in equal monthly installments over the two-year period immediately following the closing of the transaction, subject to the grantee’s continuous employment as of the applicable vesting date (provided that any unpaid amount will vest and be payable in a lump sum upon the grantee’s earlier termination of employment under circumstances that entitle the grantee to severance under Billtrust’s severance plans and policies, or would have entitled the grantee to such severance had the termination occurred within the first year following the closing of the transaction) (such a conversion of Company RSUs to such a cash award, the “RSU Conversion.”
All cash payments in respect of any Billtrust equity awards will be paid, without interest and less any applicable withholding taxes, promptly following the effective time of the merger and in no event more than five calendar days following the effective time of the merger.
Employee Stock Purchase Plan
No new offering period will commence following September 28, 2022 under the 2020 Employee Stock Purchase Plan (the “ESPP”). Any contributions accumulated under the ESPP pursuant to an offering period in effect as of September 28, 2022 will be used to purchase shares of Billtrust common stock on the earlier to the occur of (i) the last day of the offering purchase period and (ii) ten calendar days prior to the closing of the transaction. The ESPP will terminate immediately prior to the effective time of the merger. Shares purchased under the ESPP that remain outstanding as of the effective time will be eligible to receive the merger consideration.
Recommendation of the Billtrust Board of Directors (see page [26])
After careful consideration, the Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. Certain factors considered by the Billtrust board of directors in reaching its decision to approve the merger agreement, the merger and the other transactions contemplated by the merger agreement can be found in the section entitled “The Merger (Proposal 1)—Billtrust’s Reasons for the Merger” beginning on page [38] of this proxy statement.
The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) recommends that Billtrust stockholders vote:
1.
FOR” the proposal to adopt the merger agreement;
2.
FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger; and
3.
FOR” the proposal to approve an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
Opinion of Billtrust’s Financial Advisor (see page [42])
Pursuant to an engagement letter, Billtrust retained J.P. Morgan as its financial advisor in connection with the merger and to deliver a fairness opinion in connection with the merger.
4

TABLE OF CONTENTS

At the meeting of the Billtrust board of directors on September 27, 2022, J.P. Morgan rendered its oral opinion to the Billtrust board of directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration to be paid to the holders of Billtrust’s Class 1 common stock, par value $0.0001 per share (the “Class 1 common stock”) other than shares of Class 1 common stock (i) held in treasury (other than shares of Class 1 common stock in an Employee Plan (as defined in the merger agreement) of Billtrust), (ii) owned by the Parent, Merger Sub and any subsidiary of either Billtrust or the Parent, (iii) held by a holder who has not voted in favor of the merger or consented thereto in writing and who has demanded appraisal for such shares in accordance with the DGCL or (iv) that are Rollover Shares (as defined in the merger agreement) (collectively, the “Excluded Shares”) in the merger was fair, from a financial point of view, to such holders. J.P. Morgan confirmed its September 27, 2022 oral opinion by delivering its written opinion to the Billtrust board of directors, dated September 28, 2022, that, as of such date, and based upon and subject to the assumptions, qualifications, limitations and other factors set forth in its opinion, the merger consideration to be paid to the holders of the Class 1 common stock (other than the holders of the Excluded Shares) in the merger was fair, from a financial point of view, to such holders.
The full text of the written opinion of J.P. Morgan, dated September 28, 2022, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The holders of the Class 1 common stock are urged to read the opinion in its entirety.
J.P. Morgan’s written opinion was addressed to the Billtrust board of directors in connection with and for the purposes of its evaluation of the merger, was directed only to the consideration to be paid in the merger to the holders of Class 1 common stock (other than the holders of the Excluded Shares) and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, holders of the Excluded Shares, creditors or other constituencies of Billtrust or as to the underlying decision by Billtrust to engage in the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Billtrust as to how such stockholder should vote with respect to the merger or any other matter.
For more information, see the section of this proxy statement titled “The Merger (Proposal 1) — Opinion of Billtrust’s Financial Advisor.”
Financing of the Merger (see page [53])
The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition. The total amount of funds required to complete the merger and related transactions, including payment of related fees and expenses, is anticipated to be approximately $1.7 billion. Parent intends to fund the consummation of the merger and related transactions through a combination of committed debt financing, committed equity investments and cash on the Billtrust balance sheet, as described in more detail below.
In connection with the financing of the transactions contemplated by the merger agreement, the EQT Investors have delivered an equity commitment letter to Parent, dated as of September 28, 2022, pursuant to which, upon the terms and subject to the conditions set forth therein, such funds have committed to capitalize Parent at or prior to the closing of the merger in an aggregate amount of $1.24 billion in cash, in immediately available funds.
In addition, Parent has obtained debt financing commitments consisting of a $375,000,000 secured term loan facility for the transactions contemplated by the merger agreement, the aggregate proceeds of which, together with the cash on hand at Parent and the equity investment, will be used to (i) consummate the merger and the other transactions contemplated by the merger agreement, including the payment of the per share merger consideration and all related fees and expenses and (ii) pay any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the transactions contemplated by the merger agreement. Pursuant to the terms of the debt commitment letter, Sixth Street Partners, LLC, Owl Rock Capital Advisors LLC and Monroe Capital Management Advisors, LLC (the “debt commitment parties”) have committed to provide Parent and Merger Sub, severally, but not jointly with the debt financing in the amounts and on the terms and subject to the conditions set forth in the debt commitment letter, dated as of September 28, 2022 by and among the debt commitment parties (the “debt commitment letter). The obligations of the debt commitment parties to provide the debt financing under the debt commitment letter are subject to certain customary conditions.
5

TABLE OF CONTENTS

In addition, Parent has entered into a termination equity commitment letter dated September 28, 2022 with the EQT Investors pursuant to which the EQT Investors commit to provide funds to Parent for the purpose of paying the reverse termination fee and certain of Parent’s and Merger Sub’s other obligations under the merger agreement.
For additional information, see the section entitled “The Merger (Proposal 1)—Financing of the Merger” beginning on page [53] of this proxy statement.
Voting and Support Agreements (see page [80])
In connection with the execution of the merger agreement, and as a condition to Parent’s willingness to enter into the merger agreement, Mr. Lane (individually and through certain affiliated trusts) and certain entities affiliated with Bain Capital Venture Investors, LLC (the “Bain Capital Venture Entities”) have each entered into separate voting and support agreements with Parent. Based on information provided by each of Mr. Lane and the Bain Capital Venture Entities, Mr. Lane (individually and through certain affiliated trusts) beneficially owned in the aggregate 26,622,619 shares of Billtrust common stock as of the date of the voting and support agreements, representing approximately 16.1% of the outstanding shares of Billtrust common stock and the Bain Capital Venture Entities beneficially owned in the aggregate 28,367,064 shares of Billtrust common stock as of the date of the voting and support agreements, representing approximately 17.2% of the outstanding shares of Billtrust common stock, in each case as of September 28, 2022. The shares beneficially owned by Mr. Lane (individually and through certain affiliated trusts) and Bain Capital Venture Entities represent, in the aggregate, approximately 33.3% of the outstanding shares of Billtrust common stock as of September 28, 2022. Mr. Lane (individually and through certain affiliated trusts) and the Bain Capital Venture Entities have agreed, on the terms and subject to the conditions set forth in their respective voting and support agreements, to vote their shares of Billtrust common stock in favor of, among other things, the merger and the adoption of the merger agreement, and against, among other things, any proposal relating to a competing transaction involving Billtrust. The voting and support agreements will terminate automatically upon the earlier of (a) the termination of the merger agreement in accordance with its terms or the effective time of the merger and (b) at Mr. Lane’s or the Bain Capital Venture Entities election (in its sole discretion) to terminate the voting and support agreement following any amendment to the merger agreement that reduces or changes the form of consideration payable pursuant to the merger agreement. Copies of the voting and support agreements are attached to this proxy statement as Annex D and Annex E.
Rollover and Contribution Agreements (see page [82])
Concurrently with the execution of the merger agreement, each of Mr. Lane (individually and through certain affiliated trusts) and the Bain Capital Venture Entities (collectively, the “rollover holders”) entered into a separate rollover and contribution agreement with Bullseye Holdings, LP (“Bullseye Holdings”), pursuant to which and immediately prior to the closing of the transactions contemplated by the merger agreement, the rollover holders will indirectly contribute, transfer and assign to Parent the rollover shares (as described below) and, in exchange for such rollover shares, the rollover holders will be issued equity interests in Bullseye Holdings, pursuant to the terms set forth in the applicable rollover and contribution agreement.
Pursuant to the rollover and contribution agreements, (i) Mr. Lane agreed to contribute 4,619,080 shares of Billtrust common stock having an aggregate value of $43,881,260 (valuing each such share at $9.50), (ii) each of FL 2009 GRAT FBO APL, FL 2009 GRAT FBO KML and FL 2009 GRAT FBO TKL agreed to contribute 653,289 shares of Billtrust common stock having an aggregate value of $6,206,246 (valuing each such share at $9.50), and (iii) the Bain Capital Venture Entities agreed to contribute an aggregate of 6,578,947 shares of Billtrust common stock having an aggregate value of $62,499,996.50 (valuing each such share at $9.50) ((i), (ii) and (iii), collectively, the “rollover shares”).
Restrictive Covenant Agreements (see page [83])
Concurrently with the execution of the merger agreement, the rollover holders entered into separate restrictive covenant agreements, pursuant to which each such rollover holder agreed, among other things, to be bound by certain restrictions on hiring and soliciting senior-level employees of Billtrust, certain confidentiality and non-disparagement obligations and, in the case of Mr. Lane, certain non-competition obligations.
6

TABLE OF CONTENTS

Material U.S. Federal Income Tax Consequences of the Merger (see page [93])
The exchange of Billtrust common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other non-U.S. tax laws. Accordingly, a stockholder that is a “U.S. holder” (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [93] of this proxy statement) will generally recognize capital gain or loss in an amount equal to the difference, if any, between (i) the merger consideration received by such U.S. holder in the merger and (ii) such U.S. holder’s adjusted tax basis in the shares of Billtrust common stock exchanged therefor. With respect to a stockholder that is a “non-U.S. holder” (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [93] of this proxy statement), the exchange of shares of Billtrust common stock for the merger consideration pursuant to the merger generally will not result in U.S. federal income tax to such non-U.S. holder unless such non-U.S. holder has certain connections with the United States. Backup withholding may apply to the cash payment made pursuant to the merger unless the stockholder or other payee provides a valid taxpayer identification number and complies with certain certification procedures (generally, by providing a properly completed and executed U.S. Internal Revenue Service Form W-9 or IRS Form W-8 or applicable successor form). You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [93] of this proxy statement and consult your tax advisor regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Regulatory Clearances and Approvals Required for the Merger (see page [54])
The completion of the merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, having expired or been terminated). Under the terms of the merger agreement, each of Billtrust and Parent agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement as soon as reasonably possible, including preparing and filing as promptly as practicable with any government authority or other third party all documentation to effect all necessary filings and obtaining certain specified regulatory approvals.
In particular the parties agreed that obligations of Parent include (subject to certain exceptions) (i) undertaking certain regulatory concessions if necessary, (ii) defending any action, suit or proceeding that challenges the merger or the transaction documents and (iii) seeking to have lifted, vacated or reversed any restraint by a governmental authority with respect to the merger agreement or the transactions contemplated thereby. If requested by Parent, Billtrust and each of its subsidiaries shall agree to any such regulatory concession. However, none of Billtrust or its subsidiaries are required to agree to any regulatory concession that is not conditioned upon consummation of the merger, and nothing will require Parent to accept any regulatory concessions (including, with respect to (i) any investment fund, investment vehicle, or management or advisory entity managed by, advised by, managing, advising, or affiliated with Parent; or (ii) any portfolio company (as such term is commonly understood in the private equity industry) or other investment of any such investment fund, investment vehicle, or management or advisory entity) other than with respect to Parent and Parent’s subsidiaries (including Merger Sub, Billtrust and its subsidiaries).
On October 13, 2022, both Billtrust and Parent filed notification of the proposed merger with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) under the HSR Act.
In addition, prior to the effective time of the merger, Billtrust and Parent are required to obtain antitrust approval in Cyprus. On October 11, 2022, Parent filed notification of the proposed merger with the Commission for the Protection of Competition of Cyprus.
See the section entitled “The Merger—Regulatory Clearances and Approvals Required for the Merger” beginning on page [68] of this proxy statement for a more detailed discussion of the parties’ obligations with respect to obtaining regulatory approvals in connection with the merger.
7

TABLE OF CONTENTS

Expected Timing of the Merger (see page [0])
We expect to complete the merger in the fourth quarter of 2022 or the first quarter of 2023. The merger is subject to various conditions, however, and it is possible that factors outside the control of Billtrust, Parent or Merger Sub could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the satisfaction or, to the extent permitted, waiver of the other conditions to the consummation of the merger.
See the section entitled “The Merger—Conditions to Completion of the Merger” beginning on page [7] of this proxy statement.
Conditions to Completion of the Merger (see page [75])
As more fully described in this proxy statement and in the merger agreement, each party’s obligation to consummate the merger depends on a number of conditions being satisfied, including:
Adoption of the merger agreement by an affirmative vote of the holders of a majority of the shares of Billtrust common stock outstanding at the close of business on the record date in accordance with applicable law and the organizational documents;
The absence of any order issued by a court of competent jurisdiction being in effect prohibiting or making illegal the consummation of the merger;
Certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, such waiting periods having expired or been terminated);
The other party having performed in all material respects all of its obligations under the merger agreement contemplated to be performed by it at or prior to the effective time of the merger;
Subject to certain qualifications and materiality standards, the accuracy of representations and warranties made by the other party in the merger agreement; and
In the case of Parent and Merger Sub, there having not occurred a company material adverse effect (as described in the section entitled “The Merger Agreement—Definition of ‘Company Material Adverse Effect”’) on Billtrust.
Restrictions on Solicitation of Acquisition Proposals (see page [65])
Subject to certain exceptions, Billtrust has agreed that from the date of the merger agreement until the termination of the merger agreement in accordance with its terms, except as otherwise set forth below, Billtrust will not, and will cause its subsidiaries’ and Billtrust’s directors and officers not to, and instruct its and its subsidiaries’ respective representatives not to, directly or indirectly:
Solicit, initiate or knowingly take any action to facilitate or encourage the submission of any “acquisition proposal” (as described in the section entitled “The Merger Agreement—Restrictions on Solicitation of Acquisition Proposals”);
Enter into or participate in any discussions or negotiations with, furnish any information relating to Billtrust or any of its subsidiaries or afford access to the business, properties, assets, books, records, work papers and other documents related to Billtrust or any of its subsidiaries to, otherwise cooperate in any way with, any third party that is seeking to make, or has made, an acquisition proposal in connection therewith, (as described in the section entitled “The Merger Agreement—Restrictions on Solicitation of Acquisition Proposals”);
Make an adverse recommendation change (as described in the section entitled “The Merger Agreement—Restrictions on Solicitation of Acquisition Proposals”) with regard to the merger; or
Enter into any agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an acquisition proposal.
8

TABLE OF CONTENTS

Notwithstanding the restrictions described above, if at any time prior to obtaining the approval of Billtrust stockholders, the Billtrust board of directors receives an acquisition proposal which has not resulted from a breach of the restrictions set forth in the merger agreement that the Billtrust board of directors determines in good faith, after consultation with, in the case of financial matters, its financial advisor of nationally recognized reputation and outside legal counsel, (i) constitutes or would reasonably be expected to lead to a superior proposal (as described in the section entitled “The Merger Agreement—Restrictions on Solicitation of Acquisition Proposals”) and (ii) the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Delaware law, then the Billtrust board of directors may provide certain information to and engage in discussions or negotiations with a third party in accordance with the terms of the merger agreement.
If the Billtrust board of directors changes its recommendation with respect to the merger agreement, Parent may terminate the merger agreement and collect a termination fee as described in the section entitled “The Merger Agreement—Termination Fee Payable by Billtrust and Reverse Termination Fee Payable by Parent” beginning on page [77] of this proxy statement.
Changes in Board Recommendation
Under the merger agreement, under certain circumstances and subject to certain requirements, including as described in this section, the Billtrust board of directors is entitled to make an adverse recommendation change prior to obtaining stockholder approval, if the Billtrust board of directors determines in good faith, after consultation with its outside legal counsel and, in the case of financial matters, financial advisors, that an acquisition proposal constitutes a superior proposal, or in response to an intervening event, if the Billtrust board of directors determines that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that:
Billtrust notifies Parent in writing at least four business days before taking such action, that Billtrust intends to take such action, which notice specifies the reasons for the adverse recommendation change and attaches (A) in the case of an adverse recommendation change to be made in connection with a superior proposal or a termination of the merger agreement in order to accept a superior proposal, the most current version of the proposed agreement under which such superior proposal is proposed to be consummated, or (B) in the case of an adverse recommendation change to be made pursuant to an intervening event, a reasonably detailed description of the reasons for making such adverse recommendation change;
Billtrust has negotiated, and has caused its representatives to negotiate, reasonably and in good faith with Parent during such notice period any revisions to the terms of the merger agreement that Parent proposes; and
After such four business day period, (A) in the case of any adverse recommendation change to be made in connection with a superior proposal or a termination of the merger agreement in order to accept a superior proposal, such superior proposal would nevertheless continue to constitute a superior proposal (assuming such revisions proposed by Parent were to be given effect) (it being understood and agreed that any amendment to the financial terms or other material terms of such superior proposal will require a new written notification two business days prior from Billtrust); and (B) in the case of an adverse recommendation change to be made pursuant to an intervening event, such intervening event would nevertheless require such adverse recommendation change, and, in either case, the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Delaware law.
In the event that the Billtrust board of directors is permitted to change its recommendation with respect to the merger agreement following the receipt of an acquisition proposal that it determines to be a superior proposal, Billtrust may also terminate the merger agreement to enter into a definitive written agreement for such superior proposal if concurrently with such termination, Billtrust pays to Parent the fee required to be paid to Parent as described in the section entitled “The Merger Agreement—Termination Fee Payable by Billtrust and Reverse Termination Fee Payable by Parent” beginning on page [77] of this proxy statement.
9

TABLE OF CONTENTS

Termination of the Merger Agreement (see page [76])
The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger (notwithstanding any approval of the merger agreement by Billtrust stockholders):
by mutual written agreement of Billtrust and Parent; or
by either Billtrust or Parent if:
the merger has not been consummated on or before March 28, 2023 (subject to extension until September 28, 2023 as described in the section entitled “The Merger Agreement—Termination of the Merger Agreement” beginning on page [76] of this proxy statement) (the “end date’’); provided that the right to terminate the merger agreement will not be available to any party who is in breach of, or has breached its obligations under the merger agreement, where such breach has been the proximate cause of, or resulted in, the failure of the closing to occur on or before the applicable end date;
any governmental authority of competent jurisdiction will have issued an order that (a) prohibits or makes illegal consummation of the merger or (b) permanently enjoins Parent or Merger Sub from consummating the merger, and, with respect to any order referenced in clause ‎(a) or ‎(b), such order will have become final and nonappealable;
at the stockholder meeting (including any adjournment or postponement thereof) at which a vote on the adoption of the merger agreement was taken, the requisite company vote to consummate the merger was not obtained; or
by Parent if:
an adverse recommendation change has occurred prior to the receipt of the stockholder approval; or
Billtrust has breached any representation or warranty or failed to perform any covenant or agreement on the part of Billtrust set forth in the merger agreement that would cause the specified closing conditions not to be satisfied and to be incapable of being satisfied by the end date, and (A) Parent has provided written notice of such breach and its intention to terminate the merger agreement to Billtrust, and (B) such breach is incapable of being cured by the end date or, if capable of being cured by the end date is not cured within thirty calendar days after receipt of written notice by Billtrust from Parent stating Parent’s intention to terminate the merger agreement pursuant to the terms set forth therein; provided that, at the time of delivery of such notice or thereafter, Parent or Merger Sub will not be in breach of its or their obligations under the merger agreement so as to cause any of the specified conditions in the merger agreement not to be capable of being satisfied;
by Billtrust if:
prior to the receipt of the stockholder approval, the Billtrust board of directors authorizes Billtrust to enter into a written agreement concerning a superior proposal, subject to compliance with the restrictions on solicitation of acquisition proposals; provided that concurrently with such termination, Billtrust pays to Parent the termination fee required to be paid to Parent as described in the section entitled “The Merger Agreement—Termination Fee Payable by Billtrust and Reverse Termination Fee Payable by Parent” beginning on page [77] of this proxy statement and enters into the alternative acquisition agreement with respect to such superior proposal;
Parent has breached any representation or warranty or failed to perform any covenant or agreement on the part of Parent set forth in the merger agreement that would cause the closing conditions not to be satisfied, and to be incapable of being satisfied by the end date, or if curable prior to the end date, Parent or Merger Sub will not have cured such breach within thirty calendar days after receipt of written notice thereof from Billtrust of such breach; provided that, at the time at which Billtrust would otherwise exercise such termination right, Billtrust will not be in material breach of its obligations under the merger agreement so as to cause any of the closing conditions not to be capable of being satisfied; or
10

TABLE OF CONTENTS

(A) all of the conditions to Parent’s and Merger Sub’s obligations to consummate the merger have been satisfied (other than those conditions which by their terms or nature can only be satisfied at the closing, but which shall then be capable of satisfaction if the closing were to occur on such date), (B) Billtrust has given written notice to Parent, no earlier than the date on which closing should have occurred, that as of such time, based on the information then-available, it is ready, willing and able to take the actions within its control to consummate the closing (including by waiving certain of any then unsatisfied conditions) and (C) Parent has failed to consummate the closing on or prior to the date that is three business days after receipt of such irrevocable written notice.
Termination Fee Payable by Billtrust and Reverse Termination Fee Payable by Parent (see page [77])
Billtrust has agreed to pay Parent a termination fee of $50,245,503.85 in immediately available funds (the “termination fee”) if:
Parent terminates the merger agreement because an adverse recommendation change has occurred; or
Billtrust terminates the merger agreement in order for Billtrust to enter into a definitive written agreement with respect to a superior proposal that did not result from a breach of the non-solicitation provisions; or
(A) the merger agreement is terminated by Parent or Billtrust because the merger has not been consummated by the end date or due to a failure to obtain the requisite company vote to consummate the merger or by Parent because of an intentional breach of the non-solicitation restrictions by Billtrust, (B) after the date of the merger agreement and prior to such termination (in the case of a termination pursuant to a failure to consummate the merger by the end date or a breach by Billtrust) or the date of the special meeting (in the case of a termination pursuant to a failure to obtain the requisite company vote), an acquisition proposal was publicly announced (or otherwise become publicly known) and not publicly withdrawn and (C) within 12 months following the date of such termination. Billtrust consummates a transaction with respect to an acquisition proposal or enters into a definitive agreement with respect to an acquisition proposal and such acquisition proposal, whether during such 12-month period or thereafter, is subsequently consummated (provided that for purposes of this clause ‎(C), each reference to “15%” in the definition of acquisition proposal in the merger agreement is deemed to be a reference to “50%”).
In addition, Billtrust will be required to reimburse Parent for up to $5,000,000 of its costs and expenses incurred by Parent in connection with an action or proceeding (or settlement) that results in a judgment that Billtrust must pay the termination fee.
Parent has agreed to pay Billtrust a reverse termination fee of $100,491,007.71 in immediately available funds upon termination of the merger agreement if the merger agreement is terminated (i) by Billtrust (a) if all of the closing conditions have been satisfied (other than those conditions that by their terms are to be satisfied at the closing), Billtrust has given written notice to Parent, no earlier than the date on which closing should have occurred, that as of such time, based on the information then-available, it is ready, willing, and able to take the actions within its control to consummate the closing, but Parent and Merger Sub fail to consummate the merger within three business days of receipt of such notice in accordance with the merger agreement or (b) in connection with Parent or Merger Sub breaching its representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied (subject to a cure period in certain circumstances) or (ii) if either party terminates because the merger has not been consummated by the end date, and at the time of such termination, Billtrust was otherwise entitled to terminate the merger agreement for either of the foregoing reasons.
In addition, Parent will be required to reimburse Billtrust for (i) up to $5,000,000 of its costs and expenses incurred by Billtrust in connection with an action or proceeding (or settlement) that results in a judgment that Parent must pay the termination fee and (ii) up to $1,000,000 of the costs and expenses incurred by Billtrust or any of its subsidiaries in connection with the financing.
Remedies; Maximum Liability (see page [78])
The merger agreement provides that, upon termination of the merger agreement under circumstances where the termination fee is payable by Billtrust, Parent’s right to terminate the merger agreement and receive payment
11

TABLE OF CONTENTS

of the termination fee shall be the sole and exclusive remedy of Parent and Merger Sub, against Billtrust and its subsidiaries for all losses and damages suffered as a result of the failure of the transactions contemplated by the merger agreement to be consummated or for a breach or failure to perform thereunder, and upon payment of such amount, none of Billtrust or its related persons shall have any further liability or obligation relating to or arising out of the merger agreement or the transactions contemplated by the merger agreement. However, nothing in the relevant section of the merger agreement shall limit, abridge or otherwise modify any remedies available to Parent under the confidentiality agreement or otherwise preclude Parent from seeking monetary damages in the event the merger agreement is terminated under circumstances in which the termination fee is not payable.
In addition, the merger agreement provides that, if Parent fails to effect the closing when required in accordance with the merger agreement, breaches the merger agreement or the other transaction document or fails to perform any obligation under applicable law, then, as applicable, Billtrust’s right to specific performance or to receive the reverse termination fee will be the sole and exclusive remedy of Billtrust pursuant to the merger agreement. In no event will Parent be liable for any amounts in excess of the amount of the Maximum Liability Amount (as defined in the merger agreement) including in the case of damages for fraud. In the event that the merger agreement is terminated under circumstances in which the termination fee is payable, Parent’s right to terminate the merger agreement and receive payment of the termination fee will be the sole and exclusive remedy against Parent, Merger Sub, the debt financing sources or any of their respective affiliates and any of their respective related persons pursuant to the merger agreement.
If the merger agreement is terminated under circumstances where neither the termination fee is payable by Billtrust nor the reverse termination fee is payable by Parent, the merger agreement will become void and of no effect without liability of any party thereto or any related person (as defined in the merger agreement) except in the case of fraud of such party or intentional breach by Billtrust prior to the valid termination of the merger agreement in accordance with its terms.
Specific Performance (see page [78])
The merger agreement provides that the parties will be entitled to an injunction or injunctions to prevent breaches or threatened breaches of the merger agreement, the termination equity commitment letter and/or the equity commitment letter, or to enforce specifically the performance of the terms and provisions thereof, in addition to any other remedy to which they are entitled at law or in equity.
Billtrust is entitled to obtain specific performance or other equitable relief to cause Parent to effect the closing of the merger and fund the equity financing if and only if (i) all of the conditions to the obligations of the parties to consummate the merger (other than those conditions that by their terms or nature are to be satisfied at the closing of the merger, but subject to the satisfaction of those conditions at the closing of the merger) have been satisfied or waived in writing by Parent, (ii) the proceeds of the debt financing have been received in full by Parent and/or Merger Sub in accordance with the terms of the debt commitment letter, (iii) Billtrust is ready, willing and able to consummate the closing and Billtrust has irrevocably confirmed in a written notice that if specific performance is granted and the equity financing and the debt financing are funded, then the closing will occur, and (iv) Parent fails to consummate the closing within three business days after the delivery of such irrevocable written confirmation.
Appraisal Rights (page [55])
Under the DGCL, any record holder of Billtrust common stock at the close of business on the record date who does not vote in favor of the merger, and who exercises its appraisal rights and fully complies with all of the provisions of Section 262 of the DGCL (but not otherwise), will be entitled to demand and receive payment of the “fair value” as determined pursuant to Section 262 of the DGCL for all (but not less than all) of his or her shares of Billtrust common stock if the merger is completed. See the section entitled “Appraisal Rights of Stockholders” beginning on page [85] of this proxy statement. The full text of Section 262 of the DGCL is attached to this proxy statement as Annex C.
The Special Meeting (see page [26])
The special meeting of Billtrust’s stockholders is scheduled to be held on [•] at [•] Eastern Time at 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648.
12

TABLE OF CONTENTS

The special meeting is being held in order to consider and vote on the following:
1.
A proposal to adopt the merger agreement, which is further described in the sections entitled “The Merger (Proposal 1)” and “The Merger Agreement,” beginning on pages [31] and [56], respectively, of this proxy statement;
2.
A proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger, discussed under the section entitled “The Merger (Proposal 1)—Interests of Billtrust’s Directors and Executive Officers in the Merger” beginning on page [49] of this proxy statement; and
3.
A proposal to approve an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
Only holders of record of Billtrust common stock at the close of business on [•], 2022, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof. At the close of business on the record date, [•] shares of Billtrust common stock were issued and outstanding, approximately [•] of which were held by Billtrust’s directors and executive officers. We currently expect that, in addition to the shares to be voted in favor under the voting and support agreements, all of Billtrust’s directors and executive officers will vote their shares in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although no director or executive officer is obligated to do so (except for Mr. Lane pursuant to the voting and support agreements).
The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of Billtrust common stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. If you submit a properly executed proxy card, even if you abstain from voting, your shares will be counted for purposes of calculating whether a quorum is present at the special meeting. Failure of a quorum to be present at the special meeting will necessitate an adjournment or postponement and will subject Billtrust to additional expense.
You may cast one vote for each share of Billtrust common stock that you own at the close of business on the record date. Adoption of the merger agreement requires the affirmative vote of the majority of the shares of Billtrust common stock outstanding at the close of business on the record date in accordance with Delaware law. The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the special meeting (provided that a quorum is present). The proposal to adjourn the special meeting, including if necessary to permit further solicitation of proxies, requires the affirmative vote of a majority of the outstanding shares of Billtrust common stock present or represented by proxy and entitled to vote at the special meeting (whether or not a quorum is present).
An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a quorum is present. Because under Delaware law the adoption of the merger agreement requires the affirmative vote of the majority of the shares of Billtrust common stock outstanding at the close of business on the record date, abstentions and a complete failure to vote (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares held in “street name” by a broker, bank or other nominee to give voting instructions to the broker, bank or other nominee) will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and “AGAINST” the proposal to adjourn the special meeting, including if necessary to permit further solicitation of proxies. Because the other proposal requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the special meeting, abstentions and a failure to vote (including the failure of a record owner to execute and return a proxy card and the failure of a beneficial owner of shares held in “street name” by a broker, bank or other nominee to give voting instructions to the broker, bank or other nominee) will have no effect on the outcome of such proposal.
If no instruction as to how to vote is given (including an instruction to abstain) in an executed, duly returned and not revoked proxy, the proxy will be voted for (i) the proposal to adopt the merger agreement; (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by
13

TABLE OF CONTENTS

Billtrust to its named executive officers that is based on or otherwise relates to the merger; and (iii) the proposal to approve the adjournment of the special meeting, including if necessary to solicit additional proxies, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
Interests of Billtrust’s Directors and Executive Officers in the Merger (see page [49])
In considering the recommendation of the Billtrust board of directors to adopt the merger agreement, you should be aware that Billtrust’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Billtrust’s stockholders generally. The Billtrust board of directors was aware of these interests and considered them, among other matters, in evaluating the merger agreement, in reaching its decision to approve the merger agreement and in recommending to Billtrust stockholders that the merger agreement be approved and adopted. These interests are described in further detail and quantified below under “The Merger (Proposal 1) — Interests of Billtrust’s Directors and Executive Officers in the Merger” beginning on page [49] of this proxy statement.
Directors’ and Officers’ Indemnification and Insurance (see page [53])
For six years after the effective time of the merger, the surviving corporation will indemnify and hold harmless the present and former officers and directors of Billtrust (each, an “indemnified person”) in respect of acts or omissions occurring at or prior to the effective time of the merger to the fullest extent permitted by the DGCL or provided under Billtrust’s certificate of incorporation and bylaws in effect on September 28, 2022.
Market Prices of Billtrust Common Stock (see page [84])
The merger consideration of $9.50 per share represents a premium of approximately 64% over Billtrust’s closing share price on September 27, 2022, the last trading day prior to the announcement that Billtrust had entered into the merger agreement and a premium of approximately 76% to Billtrust’s ninety (90)-trading-day volume-weighted average stock price on the same date. The closing price of Billtrust common stock on the Nasdaq on [•], 2022, the most recent practicable date prior to the date of this proxy statement, was $[•] per share. You are encouraged to obtain current market prices of Billtrust common stock in connection with voting your shares of Billtrust common stock.
Litigation Related to the Merger (see page [55])
As of the date of this proxy statement, there are no pending lawsuits challenging the merger. However, potential plaintiffs may file lawsuits challenging the merger. The outcome of any future litigation is uncertain.
Such litigation, if not resolved, could prevent or delay consummation of the merger and result in substantial costs to Billtrust, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the merger is that no applicable law or order issued by a court of competent jurisdiction or other legal restraint which is then in effect renders illegal or enjoins the consummation of the merger whether on a preliminary or permanent basis. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the merger on the agreed-upon terms, then such injunction may prevent the merger from being consummated, or from being consummated within the expected time frame.
For additional information regarding the pending litigation, please see the section entitled “The Merger (Proposal 1)—Litigation Related to the Merger” beginning on page [55].
14

TABLE OF CONTENTS

QUESTIONS AND ANSWERS
The following are some questions that you, as a stockholder of Billtrust, may have regarding the merger and the special meeting and the answers to those questions. Billtrust urges you to carefully read the remainder of this proxy statement because the information in this section does not provide all the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement.
Q:
What is the purpose of the special meeting?
A:
At the special meeting, stockholders will consider and act upon the matters outlined in the notice of meeting on the cover page of this proxy statement, namely:
A proposal to adopt the merger agreement, which is further described in the sections entitled “The Merger (Proposal 1)” and “The Merger Agreement,” beginning on pages [31] and [56], respectively, of this proxy statement;
1.
A proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger, discussed under the section entitled “The Merger (Proposal 1)—Interests of Billtrust’s Directors and Executive Officers in the Merger” beginning on page [49] of this proxy statement; and
2.
A proposal to approve an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
Q:
Where and when is the special meeting?
A:
The special meeting is scheduled to be held on [•] at [•] Eastern Time at 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648.
Q:
How does the Billtrust board of directors recommend that I vote on the proposals?
A:
The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) determined that the adoption of the merger agreement and consummation of the merger are in the best interests of Billtrust and its shareholders and thus recommends that you vote as follows:
1.
“FOR” the adoption of the merger agreement;
2.
“FOR” the approval, on a non-binding, advisory basis, of certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger; and
3.
“FOR” the approval of an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
Q:
How does the per share merger consideration compare to the market price of Billtrust common stock prior to announcement of the merger?
A:
The merger consideration of $9.50 per share represents a premium of approximately 64% over Billtrust’s closing share price on September 27, 2022, the last trading day prior to the announcement that Billtrust had entered into the merger agreement and a premium of approximately 76% to Billtrust’s ninety (90)-trading-day volume-weighted average stock price on the same date. The closing price of Billtrust common stock on the Nasdaq on [•], 2022, the most recent practicable date prior to the date of this proxy statement, was $[•] per share. You are encouraged to obtain current market prices of Billtrust common stock in connection with voting your shares of Billtrust common stock.
Q:
What will happen in the merger?
A:
If the merger is completed, Merger Sub will merge with and into Billtrust, whereupon the separate existence of Merger Sub will cease and Billtrust will be the surviving corporation and a wholly owned subsidiary of
15

TABLE OF CONTENTS

Parent. As a result of the merger, Billtrust common stock will no longer be publicly traded, and you will no longer have any interest in Billtrust’s future earnings or growth. In addition, Billtrust common stock will be delisted from the Nasdaq and deregistered under the Exchange Act, and Billtrust will no longer be required to file periodic reports with the SEC with respect to Billtrust common stock, in each case in accordance with applicable law, rules and regulations.
Q:
Who will own Billtrust after the merger?
A:
Immediately following the merger, Billtrust will be a wholly owned subsidiary of Parent.
Q:
What will I receive in the merger?
A:
Upon the terms and subject to the conditions of the merger agreement, if the merger is completed, the holders of Billtrust common stock will have the right to receive $9.50 in cash, without interest and less any applicable withholding taxes, for each share of Billtrust common stock that they own immediately prior to the effective time of the merger.
Q:
What will happen in the merger to Billtrust equity awards?
A:
The merger agreement provides that any unvested stock options that are outstanding immediately prior to the effective time of the merger with a per share exercise price of less than $9.50 will fully vest upon the effective time of the merger. Any vested stock options (including those that vest pursuant to the preceding sentence) that are outstanding immediately prior to the effective time of the merger with a per share exercise price of less than $9.50 will be canceled in exchange for a cash payment equal to the excess of $9.50 over the applicable per share exercise price of the stock option, multiplied by the number of shares subject to such stock option.
Any stock options that are outstanding as immediately prior to the effective time of the merger, whether vested or unvested, that have a per share exercise price equal to or greater than $9.50 will be canceled for no consideration immediately prior to the closing.
Any restricted stock units granted on or before September 28, 2022 that are outstanding immediately prior to the effective time of the merger, and any restricted stock units granted to non-employee directors at any time that remain outstanding immediately prior to the effective time of the merger, will fully vest (to the extent not already vested) immediately prior to the effective time of the merger and will be canceled immediately prior to the effective time of the merger in exchange for a cash payment equal to $9.50 multiplied by the total number of shares subject to such restricted stock units. Any New RSUs (other than those granted to non-employee directors) will be subject to the RSU Conversion described under “The Merger–Treatment of Billtrust Equity Awards.”
All cash payments in respect of any Billtrust equity award will be paid, without interest and less any applicable withholding taxes, promptly following the effective time of the merger and in no event more than five calendar days following the effective time of the merger.
Q:
Are the holders of Class 1 common stock of Billtrust receiving the same per share merger consideration as the holders of Class 2 common stock of Billtrust?
A:
Yes. Upon consummation of the merger, each share of Class 1 common stock and each share of Class 2 common stock (in each case, other than the rollover shares and shares owned by Billtrust (as treasury stock), Parent or any of their respective subsidiaries, Merger Sub or any stockholder who has properly demanded appraisal rights in accordance with Delaware law) will be automatically converted into the right to receive $9.50 in cash, without interest and less any applicable withholding taxes.
Q:
Am I entitled to exercise appraisal rights instead of receiving the merger consideration for my shares of Billtrust common stock?
A:
If you comply with all the requirements of Section 262 of the DGCL (including not voting in favor of the adoption of the merger agreement), you are entitled to have the “fair value” (as defined pursuant to Section 262 of the DGCL) of your shares of Billtrust common stock determined by the Court of Chancery of the State of Delaware and to receive payment based on that valuation instead of receiving the merger
16

TABLE OF CONTENTS

consideration. The ultimate amount you would receive in an appraisal proceeding may be more than, the same as or less than the amount you would have received under the merger agreement. To exercise your appraisal rights, you must comply with the requirements of the DGCL. See “Appraisal Rights of Stockholders” beginning on page [85] of this proxy statement and the text of the Delaware appraisal rights statute, Section 262 of the DGCL, which is reproduced in its entirety as Annex C to this proxy statement.
Q:
What vote is required to adopt the merger agreement?
A:
The proposal to adopt the merger agreement requires the affirmative vote of at least a majority of the shares of Billtrust common stock outstanding at the close of business on the record date. In addition, under the merger agreement, the receipt of such required vote is a condition to the consummation of the merger. A failure to vote your shares of Billtrust common stock or an abstention from voting will have the same effect as a vote against the merger proposal.
Q:
What vote is required to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger?
A:
The named executive officer merger-related compensation proposal, approval of which is not required to complete the merger, requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the special meeting (provided a quorum is present or represented by proxy).
Q:
What vote is required to approve the proposal to adjourn the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are not sufficient votes at the time of such adjournment to adopt the merger agreement?
A:
The proposal to adjourn the special meeting, the approval of which is not required to complete the merger, requires the affirmative vote of a majority of the outstanding shares of Billtrust common stock present in person or represented by proxy and entitled to vote at the special meeting (whether or not a quorum is present). Notwithstanding the inclusion or approval or disapproval of the proposal to adjourn the special meeting, whether or not a quorum is present at the special meeting, the chairperson of the special meeting may adjourn the special meeting to another place, if applicable, date or time, in accordance with Billtrust’s Amended and Restated Bylaws (the “Bylaws”).
Q:
Do any of Billtrust’s directors or officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?
A:
In considering the recommendation of the Billtrust board of directors with respect to the merger proposal, you should be aware that our directors and executive officers have certain interests in the merger that may be different from, or in addition to, the interests of our Billtrust stockholders generally. The Billtrust board of directors was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be approved by the stockholders of Billtrust. See “The Merger (Proposal 1) — Interests of Billtrust’s Directors and Executive Officers in the Merger” beginning on page [49] and “Advisory Vote on Named Executive Officer Merger-Related Compensation (Proposal 2)” beginning on page [89].
Q:
How will Mr. Lane and the Bain Capital Venture Entities vote the shares of Billtrust common stock they hold?
A:
In connection with the execution of the merger agreement, and as a condition to Parent’s willingness to enter into the merger agreement, Mr. Lane (individually and through certain affiliated trusts) and the Bain Capital Venture Entities have each entered into separate voting and support agreements with Parent. The shares beneficially owned by Mr. Lane (individually and through certain affiliated trusts) and the Bain Capital Venture Entities represent, in the aggregate, approximately [•]% of the outstanding shares of Billtrust common stock as of September 28, 2022. Mr. Lane (individually and through certain affiliated trusts) and the Bain Capital Venture Entities have agreed, on the terms and subject to the conditions set forth in their respective voting and support agreements, to vote their shares of Billtrust common stock in favor of, among other things, the merger and the adoption of the merger agreement, and against, among other things, any proposal relating to a competing transaction involving Billtrust. See “The Transaction Agreements—Voting and Support Agreements” beginning on page [80].
17

TABLE OF CONTENTS

Q:
When do you expect the merger to be completed?
A:
In order to complete the merger, Billtrust must obtain the stockholder approval of the proposal to adopt the merger agreement described in this proxy statement and the other closing conditions under the merger agreement must be satisfied or waived. The parties to the merger agreement currently expect to complete the merger in the fourth quarter of 2022 or the first quarter of 2023, although Billtrust cannot assure completion by any particular date, if at all. Because the merger is subject to a number of conditions, the exact timing of the merger cannot be determined at this time.
Q:
What conditions must be satisfied to complete the merger?
A:
There are several conditions which must be satisfied to complete the merger, including, among other things, the expiration or termination of any applicable waiting period under the HSR Act, compliance with certain other regulatory filings and obtaining certain other regulatory approvals. The obligation of each party to consummate the merger is also conditioned on the other party’s representations and warranties being true and correct (subject to certain materiality standards) and the other party having performed in all material respects its obligations under the merger agreement (subject to certain qualifications). Consummation of the merger is not subject to any financing condition.
Q:
Why am I being asked to consider and act upon a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger?
A:
SEC rules require Billtrust to seek a non-binding, advisory vote to approve any agreements or understandings and compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to in connection with the merger. Approval of this proposal by Billtrust’s stockholders is not required to complete the merger.
Q:
Do you expect the merger to be taxable to Billtrust stockholders?
A:
The exchange of Billtrust common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other non-U.S. tax laws. In general, if you are a U.S. holder (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [93] of this proxy statement), you will recognize capital gain or loss equal to the difference between (1) the merger consideration you receive and (2) the adjusted tax basis of the shares of common stock you surrender in the merger. Assuming you are a non-U.S. holder, your exchange of shares of Billtrust common stock for the merger consideration generally will not result in U.S. federal income tax unless you have certain connections with the United States. You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [93] of this proxy statement and consult your tax advisor regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
Q:
Who is entitled to vote at the special meeting?
A:
The record date for the special meeting is [•], 2022. Only stockholders of record at the close of business on that date are entitled to attend and vote at the special meeting or any adjournment or postponement thereof. The only class of stock that can be voted at the meeting is Billtrust common stock. Each outstanding share of Billtrust common stock is entitled to one vote on all matters that come before the special meeting. At the close of business on the record date, there were [•] shares of Billtrust common stock issued and outstanding, approximately [•]% of which were held by Billtrust’s directors and executive officers. We currently expect that all of Billtrust’s directors and executive officers will vote their shares in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the special meeting, although no director or executive officer is obligated to do so.
Q:
Who may attend the special meeting?
A:
Only stockholders as of the close of business on [•], 2022, or their duly appointed proxies, and invited guests of Billtrust may attend the meeting. “Street name” holders (those whose shares are held through a broker, bank or other nominee) who wish to vote at the special meeting must obtain a proxy, executed in your favor, from your broker, bank or other nominee giving you the right to vote your shares at the special meeting.
18

TABLE OF CONTENTS

Q:
Who is soliciting my vote?
A:
The Billtrust board of directors is soliciting your proxy, and Billtrust will bear the cost of soliciting proxies. Georgeson has been retained to assist with the solicitation of proxies. Georgeson will be paid a solicitation fee of approximately $18,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians, and other like parties to the beneficial owners of shares of Billtrust common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail or other electronic medium by Georgeson or, without additional compensation, by certain of Billtrust’s directors, officers and employees.
Q:
What do I need to do now?
A:
Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including its annexes. Whether or not you expect to attend the special meeting, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting.
Q:
How do I vote if my shares are registered directly in my name?
A:
If you are a stockholder of record, there are four methods by which you may vote at the special meeting:
Internet: To vote over the internet, log on to the voting site indicated on your proxy card. If you vote over the internet, you do not have to mail in a proxy card.
Telephone: To vote by telephone, call the toll-free number indicated on your proxy card. If you vote by telephone, you do not have to mail in a proxy card.
Mail: To vote by mail, complete, sign and date the enclosed proxy card and return it promptly in the postage paid envelope provided. If you return your signed proxy card to us before the special meeting, we will vote your shares as you direct.
In Person: You may attend the special meeting and cast your vote there.
Whether or not you plan to attend the meeting, we urge you to vote by proxy, whether by internet, by telephone or by mail, to ensure your vote is counted. You may still attend the meeting and vote your shares in person, even if you have already voted by proxy. If you later decide to vote at the special meeting, your proxy prior to the special meeting will be revoked; however, attending the special meeting will not revoke your written, internet or telephone proxy, as the case may be, unless you specifically request revocation or cast a ballot at the special meeting. Please choose only one method to cast your vote by proxy. We encourage you to vote over the internet, which is a convenient, cost-effective and reliable alternative to returning a proxy card by mail.
Q:
How do I vote if my shares are held in the name of my broker (street name)?
A:
If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.
Q:
Can I change my vote after I submit my proxy?
A:
Yes. You can change or revoke your proxy at any time before the final vote at the special meeting or any adjournment or postponement thereof. If you are the record holder of your shares, you may change or revoke your proxy in any one of three ways:
You may submit another properly completed proxy bearing a later date, whether over the internet, by telephone or by mail;
You may send a written notice prior to the special meeting (or any adjournment or postponement thereof) that you are revoking your proxy to the Office of the Secretary, BTRS Holdings Inc., 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648; or
19

TABLE OF CONTENTS

You may attend the special meeting (or any adjournment or postponement thereof) and vote in person.
If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to change or revoke your proxy.
If you have questions about how to vote or change your vote, please contact Georgeson, the firm assisting us in the solicitation of proxies, toll-free at 888-666-2594.
Q:
What happens if I sell my shares of Billtrust common stock before the special meeting?
A:
The record date for the special meeting is earlier than the expected date of the merger. If you own shares of common stock as of the close of business on the record date but transfer your shares prior to the date of the special meeting, you will retain your right to vote at the special meeting, but the right to receive the merger consideration will pass to the person who holds your shares immediately prior to the effective time of the merger.
Q:
What happens if I sell my shares of Billtrust common stock after the special meeting but before the effective time?
A:
If you transfer your shares after the special meeting but before the effective time, you will have transferred the right to receive the merger consideration to the person to whom you transfer your shares. In order to receive the merger consideration, you must hold your shares of common stock through completion of the merger.
Q:
Should I send in my stock certificates now?
A:
No. If the merger is completed, the exchange agent for the merger will send you a letter of transmittal and instructions for exchanging your shares of Billtrust common stock for the merger consideration. PLEASE DO NOT SEND ANY STOCK CERTIFICATES WITH YOUR PROXY OR OTHERWISE SEND THEM TO BILLTRUST, PARENT OR THE PROXY SOLICITOR.
Q:
How many shares must be present to constitute a quorum for the meeting?
A:
The presence at the special meeting, by attendance in person or by proxy, of the holders of a majority of the shares of Billtrust common stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be present at the special meeting will necessitate an adjournment or postponement and will subject Billtrust to additional expense.
Q:
What if I abstain from voting?
A:
If you attend the special meeting or send in your signed proxy card, but abstain from voting on any proposal, your shares will still be counted for purposes of determining whether a quorum exists. If you abstain from voting on the proposal to adopt the merger agreement at the special meeting or on the proposal to adjourn the special meeting, including if necessary to solicit additional proxies for the adoption of the merger agreement, it will have the same effect as a vote “AGAINST” such proposals. If you abstain from voting on the other proposal, it will have no effect on the outcome of such proposal.
Q:
Will my shares be voted if I do not sign and return my proxy card or vote over the internet, by mail, by telephone or by attendance in person at the special meeting?
A:
If you are a registered stockholder and you do not sign and return your proxy card or vote over the internet, by telephone, by mail or by attendance in person at the special meeting, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists.
If your shares are held in street name and you do not issue instructions to your broker, bank or other nominee, your broker, bank or other nominee may vote your shares at its discretion on routine matters, but may not vote your shares on non-routine matters. Under Nasdaq rules, all of the proposals in this proxy statement are non-routine matters. Accordingly, if your shares are held in “street name” and you do not issue instructions to your broker, bank or other nominee, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists.
20

TABLE OF CONTENTS

If you fail to complete, sign, date and return your proxy card by mail, or vote via the internet, by telephone or by attendance in person at the special meeting, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and “AGAINST” the proposal to adjourn the special meeting, including if necessary to solicit additional proxies for the adoption of the merger agreement, but will have no effect on the other proposal.
Q:
What is a broker non-vote?
A:
Broker non-votes are shares held by brokers and other record holders that are present or represented by proxy at the special meeting, but with respect to which the broker or other record holder is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary voting power on such proposal. Because brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Billtrust common stock held in “street name” does not give voting instructions to the broker or other holder of record, then those shares will not be present or represented by proxy at the special meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement.
If you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted and the effect will be the same as a vote “AGAINST” the proposal to adopt the merger agreement and “AGAINST” the proposal to adjourn the special meeting, including if necessary to solicit additional proxies for the adoption of the merger agreement. However, a failure to instruct your broker, bank or other nominee to vote on the non-binding proposal regarding merger-related compensation for Billtrust’s named executive officers (assuming a quorum is present) will have no effect on the outcome of such proposal.
Q:
Will my shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?
A:
No. Because any shares you may hold in “street name” will be deemed to be held by a different stockholder than any shares you hold of record, any shares so held will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.
Q:
What does it mean if I receive more than one set of proxy materials?
A:
This means you own shares of Billtrust common stock that are registered under different names or are in more than one account. For example, you may own some shares directly as a stockholder of record and other shares through a broker or you may own shares through more than one broker. In these situations, you will receive multiple sets of proxy materials. You must vote, sign and return all of the proxy cards or follow the instructions for any alternative voting procedure on each of the proxy cards that you receive in order to vote all of the shares you own. Each proxy card you receive comes with its own prepaid return envelope. If you submit your proxy by mail, make sure you return each proxy card in the return envelope that accompanies that proxy card.
Q:
Who will count the votes?
A:
A representative from Georgeson will serve as the inspector of election.
Q:
Can I participate if I am unable to attend the special meeting?
A:
If you are unable to attend the special meeting, you may participate by completing, signing, dating and returning your proxy card or by voting over the internet or by telephone.
Q:
Where can I find the voting results of the special meeting?
A:
Billtrust intends to announce preliminary voting results at the special meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that Billtrust files with the SEC are publicly available when filed.
21

TABLE OF CONTENTS

Q:
What happens if the merger is not completed?
A:
If the merger agreement is not approved and adopted by Billtrust stockholders or if the merger is not completed for any other reason, Billtrust stockholders will not receive any payment for their shares of Billtrust common stock in connection with the merger. Instead, Billtrust will remain an independent public company and shares of Billtrust common stock will continue to be listed and traded on the Nasdaq.
The merger agreement provides that, upon termination of the merger agreement under certain circumstances, Billtrust will be required to pay to Parent a termination fee of $50,245,503.85, or under certain other circumstances, Billtrust may be entitled to receive a reverse termination fee of $100,491,007.71 from Parent. If Parent commences an action or proceeding that results in a judgment against Billtrust for the payment of the termination fee, Billtrust shall pay to Parent its costs and expenses (including reasonable attorneys’ fees and expenses actually incurred by Parent in connection with such action or proceeding) in an amount not to exceed $5,000,000 in the aggregate. If Billtrust commences an action or proceeding that results in a judgment against Parent for the payment of the reverse termination fee, Parent shall pay to Billtrust its costs and expenses (including reasonable attorneys’ fees and expenses actually incurred by Billtrust in connection with such action or proceeding) in an amount not to exceed $5,000,000 in the aggregate.
See the section entitled “The Merger—Termination Fee Payable by Billtrust and Reverse Termination Fee Payable by Parent” beginning on page [11] of this proxy statement for a discussion of the circumstances under which such a termination fee or a reverse termination fee will be required to be paid.
Q:
How can I obtain additional information about Billtrust?
A:
Billtrust will provide copies of this proxy statement and its 2021 Annual Report to Stockholders, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, without charge to any stockholder who makes a written request to our Secretary at BTRS Holdings Inc., 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648. Billtrust’s Annual Report on Form 10-K and other SEC filings may also be accessed at www.sec.gov or on the Investor Relations section of Billtrust’s website at www.billtrust.com. Billtrust’s website address is provided as an inactive textual reference only. The information provided on or accessible through our website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to our website provided in this proxy statement.
Q:
How many copies of this proxy statement and related voting materials should I receive if I share an address with another stockholder?
A:
The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single annual report or proxy statement, as applicable, addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially provides extra convenience for stockholders and cost savings for companies.
Billtrust and some brokers may be householding our proxy materials by delivering proxy materials to multiple stockholders who request a copy and share an address, unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker or us that they or we will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If at any time you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, please notify your broker if your shares are held in a brokerage account or Billtrust if you are a stockholder of record. You can notify us by sending a written request to BTRS Holdings Inc., 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648, Attn: Secretary, or calling 888-666-2594. Stockholders who share a single address, but receive multiple copies of the proxy statement, may request that in the future they receive a single copy by notifying Billtrust at the telephone and address set forth in the prior sentence. In addition, Billtrust will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered pursuant to a prior request.
22

TABLE OF CONTENTS

Q:
Whom should I contact if I have any questions?
A:
If you have questions about the merger or the other matters to be voted on at the special meeting or desire additional copies of this proxy statement or additional proxy cards or otherwise need assistance voting, you should contact:

1290 Avenue of the Americas, 9th Floor
New York, NY 10104

Shareholders, Banks and Brokers
Call Toll Free:
888-666-2594
23

TABLE OF CONTENTS

CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement, and the documents incorporated by reference or otherwise referred to in this proxy statement, include “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 “continue,” “guidance,” “expect,” “outlook,” “project,” “believe” 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 guidance and forecasts of Billtrust’s financial and performance metrics. 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 Billtrust’s ability to attract and retain customers and expand customers’ use of Billtrust’s services; market, financial, political and legal conditions; foreign currency impacts; the impact of the COVID-19 pandemic on Billtrust’s business and the global economy; risks relating to the uncertainty of the projected financial and operating information with respect to Billtrust; risks related to future market adoption of Billtrust’s offerings; risks related to Billtrust’s marketing and growth strategies; risks related to expanding Billtrust’s operations outside the United States; risks related to Billtrust’s ability to acquire or invest in businesses, products, or technologies that may complement or expand its products or platforms, enhance its technical capabilities, or otherwise offer growth opportunities; the effects of competition on Billtrust’s future business; the impact of unstable market and economic conditions; and the risks discussed in Billtrust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission (“SEC”) on March 9, 2022, under the heading “Risk Factors” and other documents of Billtrust filed, or to be filed, with the SEC, including Billtrust’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022. 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.
24

TABLE OF CONTENTS

THE COMPANIES
BTRS Holdings Inc.
Billtrust and its subsidiaries are a leading provider of cloud-based software and integrated payment processing solutions that simplify and automate B2B commerce. For businesses around the world, there is a high degree of cost, risk, and complexity in timely receiving cash and recognizing revenue; Billtrust solves these problems by addressing both sides of the payment equation, delivering an order-to-cash platform that spans credit-to-cash application and collection, integrated with an open network connecting the B2B payments ecosystem. Billtrust is at the forefront of the digital transformation of accounts receivable, providing mission-critical solutions that span credit decisioning and monitoring, online ordering, invoice delivery, payments and remittance capture, invoicing, cash application and collections.
Billtrust’s principal executive office is located at 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648. Billtrust’s telephone number is (609) 235-1010. Billtrust’s internet website address is www.billtrust.com. The information provided on the Billtrust website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.
Shares of Billtrust common stock are listed and traded on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “BTRS”.
Parent
Parent is a Delaware corporation formed solely for the purpose of entering into the transactions contemplated by the merger agreement, and has not entered into any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and the debt financing in connection with the merger. Upon completion of the merger, Parent will be the immediate parent company of Billtrust.
Parent and Merger Sub are each affiliated with EQT X EUR SCSp and EQT X USD SCSp, which we collectively refer to as the “EQT Investors”. At the effective time of the merger, Billtrust, as the surviving corporation, will be indirectly owned by, among others, the EQT Investors.
The EQT Investors are affiliates of the EQT X fund and EQT AB, a leading investment firm with more than EUR 77 billion in assets under management across 36 active funds and with portfolio companies in Europe, Asia-Pacific and the Americas with total sales of approximately EUR 29 billion and more than 280,000 employees.
Parent’s principal executive office is located at 1114 Avenue of the Americas, 45th Floor, New York, NY 10036 (c/o EQT Partners Inc.). Parent’s telephone number is +1 (917) 281-0850. Parent’s internet website address is www.eqtgroup.com. The information provided on the Parent website is not part of this proxy statement and is not incorporated in this proxy statement by reference by this or any other reference to its website provided in this proxy statement.
Merger Sub
Merger Sub is a Delaware corporation and wholly owned subsidiary of Parent, formed solely for the purpose of entering into the transactions contemplated by the merger agreement, and has not entered into any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and the debt financing in connection with the merger. Upon completion of the merger, Merger Sub will merge with and into Billtrust, with Billtrust surviving, and Merger Sub will cease to exist.
25

TABLE OF CONTENTS

THE SPECIAL MEETING
This proxy statement is being provided to the stockholders of Billtrust as part of a solicitation of proxies by the Billtrust board of directors for use at the special meeting to be held at the time specified below, and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides stockholders of Billtrust with the information they need to know to be able to vote or instruct their vote to be cast at the special meeting or any adjournment or postponement thereof.
Date, Time and Place
The special meeting is scheduled to be held on [•] at [•] Eastern Time at 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648.
Purpose of the Special Meeting
At the special meeting, Billtrust stockholders will be asked to consider and vote on the following:
1.
A proposal to adopt the merger agreement, which is further described in the sections entitled “The Merger (Proposal 1)” and “The Merger Agreement,” beginning on pages [31] and [56], respectively, of this proxy statement;
2.
A proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger, discussed under the section entitled “The Merger (Proposal 1)—Interests of Billtrust’s Directors and Executive Officers in the Merger” beginning on page [49] of this proxy statement; and
3.
A proposal to approve an adjournment of the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
Billtrust stockholders must adopt the merger agreement for the merger to occur. If Billtrust stockholders fail to adopt the merger agreement, the merger will not occur. The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve the executive compensation payable in connection with the merger and vote not to adopt the merger agreement and vice versa. Because the vote on executive compensation is advisory in nature only, it will not be binding on either Billtrust or Parent. Accordingly, because Billtrust is contractually obligated to pay the compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger agreement is approved and adopted and the merger is consummated, and regardless of the outcome of the advisory vote.
Billtrust does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. If any other matters are properly presented at the special meeting or any adjournment or postponement thereof for consideration, however, the holders of the proxies will have discretion to vote on these matters.
Recommendation of the Billtrust Board of Directors
After careful consideration, the Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement. Certain factors considered by the Billtrust board of directors in reaching its decision to authorize and approve the merger agreement and the merger can be found in the section entitled “The Merger (Proposal 1)—Billtrust’s Reasons for the Merger” beginning on page [38] of this proxy statement.
The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) recommends that the Billtrust stockholders vote “FOR” the proposal to adopt the merger agreement, “FOR” the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger and “FOR” the proposal to adjourn the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
26

TABLE OF CONTENTS

Record Date; Stockholders Entitled to Vote
Only holders of record of Billtrust common stock at the close of business on [•], 2022, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. At the close of business on the record date, [•] shares of Billtrust common stock were issued and outstanding and held by [•] holders of record.
Holders of record of Billtrust common stock are entitled to one vote for each share of Billtrust common stock they own at the close of business on the record date.
Quorum
The presence at the special meeting, by attendance in person or by proxy, of the holders of a majority of the shares of Billtrust common stock issued and outstanding and entitled to vote at the close of business on the record date will constitute a quorum. Any shares of Billtrust common stock held by Billtrust are not considered to be outstanding for purposes of determining a quorum. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement and will subject Billtrust to additional expense. Once a share is represented at the special meeting, it will be counted for the purpose of determining a quorum at the special meeting and any adjournment of the special meeting. However, if a new record date is set for the adjourned special meeting, then a new quorum will have to be established. If you submit a properly executed proxy card, even if you abstain from voting, your shares will be counted for purposes of calculating whether a quorum is present at the special meeting.
Required Vote
Adoption of the merger agreement requires the affirmative vote of a majority of the shares of Billtrust common stock outstanding at the close of business on the record date. The proposal to adjourn the special meeting, including if necessary to permit further solicitation of proxies, requires the affirmative vote of a majority of the outstanding shares of Billtrust common stock present in person or represented by proxy and entitled to vote at the special meeting (whether or not a quorum is present). Notwithstanding the inclusion or approval or disapproval of the proposal to adjourn the special meeting, whether or not a quorum is present at the special meeting, the chairperson of the special meeting may adjourn the special meeting to another place, if applicable, date or time in accordance with the Bylaws.
The proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger requires the affirmative vote of a majority of the votes cast affirmatively or negatively at the special meeting. Assuming a quorum is present, an abstention, a failure to vote your shares of Billtrust common stock or a broker non-vote (if any) will each have no effect on the outcome of this proposal.
Abstentions and Broker Non-Votes
An abstention occurs when a stockholder attends a meeting, either by attendance in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted in determining whether a quorum is present, and will have the effect of a vote “AGAINST” the proposal to adopt the merger agreement and “AGAINST” the proposal to adjourn the special meeting, including if necessary to solicit additional proxies for the adoption of the merger agreement. At the special meeting, abstentions will have no effect on the outcome of the advisory vote on named executive officer merger-related compensation.
If no instruction as to how to vote is given (including an instruction to abstain) in an executed, duly returned and not revoked proxy, the proxy will be voted “FOR” (i) the proposal to adopt the merger agreement; (ii) the proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Billtrust to its named executive officers that is based on or otherwise relates to the merger; and (iii) the proposal to approve the adjournment of the special meeting, including if necessary to solicit additional proxies, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
Broker non-votes are shares held by brokers and other record holders that are present or represented by proxy at the special meeting, but with respect to which the broker or other record holder is not instructed by the beneficial owner of such shares how to vote on a particular proposal and the broker does not have discretionary
27

TABLE OF CONTENTS

voting power on such proposal. Because brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Billtrust common stock held in “street name” does not give voting instructions to the broker or other holder of record, then those shares will not be present or represented by proxy at the special meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement. If you do not instruct your broker, bank or other nominee to vote your shares, your shares will not be voted and the effect will be the same as a vote “AGAINST” the proposal to adopt the merger agreement and “AGAINST” the proposal to adjourn the special meeting, including if necessary to solicit additional proxies for the adoption of the merger agreement. However, assuming a quorum is present, a failure to instruct your broker, bank or other nominee to vote on the proposal regarding the advisory vote on named executive officer merger-related compensation will have no effect on the outcome of such proposal.
Failure to Vote
If you are a registered stockholder and you do not sign and return your proxy card or vote over the internet, by telephone or by attendance in person at the special meeting, your shares will not be voted at the special meeting and will not be counted for purposes of determining whether a quorum exists. If you are the record owner of your shares and you fail to vote, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and “AGAINST” the proposal to adjourn the special meeting (whether or not a quorum is present), including if necessary to permit further solicitation of proxies, but will have no effect on the advisory vote on named executive officer merger-related compensation (assuming a quorum is present).
Voting by Billtrust’s Directors and Executive Officers
At the close of business on the record date, directors and executive officers of Billtrust and their affiliates were entitled to vote [•] shares of Billtrust common stock, or approximately [•]% of the shares of Billtrust common stock issued and outstanding on that date.
Voting at the Special Meeting
Shares held directly in your name as stockholder of record may be voted in person at the special meeting.
Please note that if your shares of Billtrust common stock are held by a broker, bank or other nominee, and you wish to vote at the special meeting, you must obtain a proxy, executed in your favor, from your broker, bank or other nominee giving you the right to vote your shares at the special meeting.
You may also authorize the persons named as proxies on the proxy card to vote your shares by (i) signing, dating, completing and returning the proxy card by mail; (ii) over the internet; or (iii) by telephone. Billtrust encourages you to vote over the internet as Billtrust believes this is the most cost-effective method. We also recommend that you vote as soon as possible, even if you are planning to attend the special meeting, so that the vote count will not be delayed. The internet provides a convenient, cost-effective alternative to returning your proxy card by mail or voting by telephone. If you vote your shares over the internet, you may incur costs associated with electronic access, such as usage charges from internet access providers. If you choose to vote your shares over the internet, there is no need for you to mail back your proxy card.
To Vote Over the Internet:
To vote over the internet, log on to the voting site indicated on your proxy card. If you vote over the internet, you do not have to mail in a proxy card.
To Vote By Telephone:
To vote by telephone, call the toll-free number indicated on your proxy card. If you vote by telephone, you do not have to mail in a proxy card.
To Vote By Mail:
To vote by mail, complete, sign, date and return the enclosed proxy card and mail it to the address indicated on the proxy card.
28

TABLE OF CONTENTS

If you return your signed proxy card without indicating how you want your shares of Billtrust common stock to be voted with regard to a particular proposal, your shares of Billtrust common stock will be voted in favor of each such proposal. Proxy cards that are returned without a signature will not be counted as present at the special meeting and cannot be voted.
If your shares are held by your broker, bank or other nominee, you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.
If you hold shares in more than one account, you may receive more than one proxy or voting instruction card. To be sure that all of your shares are represented at the meeting, you must submit your proxy or voting instructions with respect to each proxy or voting instruction card you receive.
Revocation of Proxies
You can revoke your proxy at any time before the final vote at the special meeting or any adjournment or postponement thereof. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:
You may submit another properly completed proxy bearing a later date, whether over the internet, by telephone or by mail;
You may send a written notice prior to the special meeting (or any adjournment or postponement thereof) that you are revoking your proxy to the Office of the Secretary, BTRS Holdings Inc., 1009 Lenox Drive, Suite 101, Lawrenceville, New Jersey 08648; or
You may attend the special meeting (or any adjournment or postponement thereof) and vote in person.
If your shares are held by your broker, bank or other nominee, you will have to follow the instructions provided by your broker, bank or other nominee to revoke your proxy.
If you have questions about how to vote or change your vote, you should contact the firm assisting us with the solicitation of proxies, call Georgeson, toll-free at 888-666-2594.
Shares Held in Name of Broker
If your shares are held by your broker, bank or other nominee, often referred to as held in “street name,” you will receive a form from your broker, bank or other nominee seeking instruction as to how your shares should be voted. You should contact your broker, bank or other nominee with questions about how to provide or revoke your instructions.
Tabulation of Votes
A representative from Georgeson will serve as the inspector of election.
Solicitation of Proxies
The Billtrust board of directors is soliciting your proxy, and Billtrust will bear the cost of soliciting proxies. Georgeson has been retained to assist with the solicitation of proxies. Georgeson will be paid a solicitation fee of approximately $18,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, custodians and other like parties to the beneficial owners of shares of Billtrust common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Georgeson or, without additional compensation, by certain of Billtrust’s directors, officers and employees.
Adjournment
In addition to the proposal to adopt the merger agreement and the advisory vote on named executive officer merger-related compensation, Billtrust stockholders are also being asked to approve a proposal to, as permitted under the terms of the merger agreement, adjourn the special meeting for the purpose of soliciting additional
29

TABLE OF CONTENTS

proxies in favor of the proposal to adopt the merger agreement if there are not sufficient votes at the time of the special meeting to adopt the merger agreement. The special meeting could be adjourned by Billtrust as permitted under the terms of the merger agreement to any date. In addition, Billtrust could postpone the meeting before it commences, whether for the purpose of soliciting additional proxies or for other reasons. If the special meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the special meeting or any adjournment or postponement thereof. If you return a proxy and do not indicate how you wish to vote on any proposal, your shares will be voted in favor of such proposal.
Notwithstanding the inclusion or approval or disapproval of the proposal to adjourn the special meeting, whether or not a quorum is present at the special meeting, the chairperson of the special meeting may adjourn the special meeting to another place, if applicable, date or time, in accordance with the Bylaws.
The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) recommends a vote “FOR” the proposal to adjourn the special meeting, including if necessary to solicit additional proxies in favor of the proposal to adopt the merger agreement, if there are not sufficient votes at the time of such adjournment to adopt the merger agreement.
Other Information
You should not send documents representing Billtrust common stock with the proxy card. If the merger is completed, the exchange agent for the merger will send you a letter of transmittal and instructions for exchanging your shares of Billtrust common stock for the merger consideration.
30

TABLE OF CONTENTS

THE MERGER (PROPOSAL 1)
The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the merger agreement carefully as it is the legal document that governs the merger.
Effects of the Merger
Pursuant to the terms of the merger agreement, at the effective time of the merger, Merger Sub will be merged with and into Billtrust in accordance with the DGCL. As a result of the merger, the separate existence of Merger Sub will cease, and Billtrust will survive the merger as a wholly owned subsidiary of Parent.
At the effective time of the merger, each outstanding share of Billtrust common stock (other than the rollover shares and shares owned by Billtrust (as treasury stock), Parent or any of their respective subsidiaries, including Merger Sub or any stockholder who has properly demanded appraisal rights in accordance with Delaware law) will be automatically converted into the right to receive $9.50 in cash, without interest and less any applicable withholding taxes.
Upon consummation of the merger, your shares of Billtrust common stock will no longer be outstanding and will automatically be canceled and cease to exist in exchange for payment of the merger consideration described above unless you have properly demanded and not failed to perfect or validly withdrawn appraisal rights in accordance with Delaware law. As a result, you will not own any shares of the surviving corporation, and you will no longer have any interest in its future earnings or growth. As a result of the merger, Billtrust will cease to be a publicly-traded company and will be a wholly owned subsidiary of Parent. Following consummation of the merger, the surviving corporation will terminate the registration of Billtrust common stock on the Nasdaq and Billtrust will no longer be subject to reporting obligations under the Exchange Act.
Except as otherwise agreed to by Parent and the applicable holder thereof, with respect to each outstanding Company Stock Option, whether vested or unvested, (i) that is an Out-of-the-Money Option, such Company Stock Option will terminate and be cancelled immediately prior to the effective time of the merger, without any consideration payable in respect thereof, and will have no further force or effect and (ii) that is an In-the-Money Option, such Company Stock Option will become fully vested (to the extent unvested or to the extent such Company Stock Option would not otherwise vest) and will terminate and be cancelled immediately prior to the effective time of the merger in exchange for the right to receive an amount in cash, without interest and less any applicable withholding taxes, to be paid promptly following the effective time of the merger and in no event more than five calendar days following the effective time of the merger, determined by multiplying (A) the excess, if any, of the merger consideration over the applicable exercise price of such canceled Company Stock Option by (B) the number of shares subject to such Company Stock Option immediately prior to the effective time of the merger.
Except as otherwise agreed to by Parent and the applicable holder thereof and except with respect to New RSUs (other than those granted to non-employee directors), immediately prior to the effective time, each Company RSU will fully vest and be canceled and converted into the right of the holder to receive an amount in cash, without interest and less any applicable withholding taxes to be paid promptly following the effective time of the merger, and in no event more than five calendar days following the effective time of the merger, equal to the product of (i) the merger consideration and (ii) the total number of shares subject to such Company RSU.
New RSUs (other than those granted to non-employee directors) will not accelerate immediately prior to the effective time of the merger. Instead, they will be converted into cash awards immediately prior to the effective time of the merger, each in an amount equal to the product of (i) the merger consideration and (ii) the total number of shares subject to the corresponding Company RSU, which cash awards will vest and be payable in equal monthly installments over the two-year period immediately following the closing of the transaction, subject to the grantee’s continuous employment as of the applicable vesting date; provided that any unpaid amount will vest and be payable in a lump sum upon the grantee’s earlier termination of employment under circumstances that entitle the grantee to severance under Billtrust’s severance guidelines, plans and agreements (including executive employment agreements) set forth in a schedule to the merger agreement, or would have entitled the grantee to such severance had the termination occurred within the first year following the closing of the transaction.
31

TABLE OF CONTENTS

Prior to the effective time of the merger, no new offering period will commence following September 28, 2022 under the ESPP. Any contributions accumulated under the ESPP pursuant to an offering period in effect as of September 28, 2022 will be used to purchase shares on the earlier to the occur of (i) the last day of the offering purchase period and (ii) ten calendar days prior to the closing of the transaction. The ESPP will terminate immediately prior to the effective time of the merger.
Effects on Billtrust If the Merger Is Not Completed
If the merger agreement is not approved and adopted by Billtrust stockholders or if the merger is not completed for any other reason, Billtrust stockholders will not receive any payment for their shares of Billtrust common stock in connection with the merger. Instead, Billtrust will remain an independent public company and shares of Billtrust common stock will continue to be listed and traded on the Nasdaq. In addition, if the merger is not completed, Billtrust stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including risks related to the industry in which Billtrust operates, the servicing of Billtrust’s debt, market volatility and adverse economic conditions.
Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is likely that the price of Billtrust common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Billtrust common stock would return to the price at which it trades as of the date of this proxy statement.
Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Billtrust common stock. If the merger agreement is not approved and adopted by Billtrust stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to Billtrust will be offered or that Billtrust’s business, prospects or results of operation will not be adversely impacted.
In addition, the merger agreement provides that, upon termination of the merger agreement under certain circumstances, Billtrust will be required to pay to Parent a termination fee of $50,245,503.85, or under certain other circumstances, Billtrust may be entitled to receive a reverse termination fee of $100,491,007.71 from Parent, upon the terms of the merger agreement. If Parent commences an action or proceeding that results in a judgment against Billtrust for the payment of the termination fee, Billtrust shall reimburse to Parent for up to $5,000,000 of its costs and expenses incurred by Parent in connection with such action or proceeding (or settlement). If Billtrust commences an action or proceeding that results in a judgment against Parent for the payment of the reverse termination fee, Parent shall pay to Billtrust up to $5,000,000 of its costs and expenses incurred by Billtrust in connection with an action or proceeding (or settlement).
See the section entitled “The Merger—Termination Fee Payable by Billtrust and Reverse Termination Fee Payable by Parent” beginning on page [11] of this proxy statement for a discussion of the circumstances under which such a termination fee will be required to be paid.
Background of the Merger
The following chronology summarizes the key meetings and events that led to the signing of the merger agreement. This chronology does not purport to catalogue every conversation of or among the Billtrust board of directors, EQT, Billtrust’s representatives, EQT’s representatives and other parties.
As part of the ongoing consideration and evaluation of Billtrust’s long-term strategic goals and plans, the Billtrust board of directors and Billtrust’s senior management regularly review, consider and assess Billtrust’s operations and financial performance, as well as overall industry conditions, as they may affect those strategic goals and plans. This review includes, among other items, the consideration of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives with a view towards strengthening Billtrust’s business and identifying opportunities to maximize stockholder value. Representatives of private equity firms and potential strategic partners have from time to time contacted and/or met with members of Billtrust management to discuss Billtrust’s business, with a view to exploring whether to pursue a potential transaction with Billtrust.
On January 21, 2022, Arvindh Kumar, a representative of EQT Fund Management S.à.r.l. (“EQT”), reached out to Clare Hart, a member of the Billtrust board of directors, to request an introduction to Billtrust’s Chief Executive Officer for the purpose of discussing a potential transaction. On February 2, 2022, Ms. Hart introduced Mr. Kumar to Flint A. Lane, Billtrust’s Chief Executive Officer and Chairman of the Billtrust board of directors.
32

TABLE OF CONTENTS

On February 1, 2022, a private equity sponsor (“Financial Sponsor A”) contacted Matthew C. Harris, a member of the Billtrust board of directors, to request an introduction to Billtrust’s Chief Executive Officer for the purpose of discussing a potential transaction. On February 9, 2022, representatives of Financial Sponsor A and Mr. Lane discussed a potential transaction, and representatives of Financial Sponsor A provided a presentation to Mr. Lane. During this conversation, representatives of Financial Sponsor A expressed interest in pursuing a transaction with Billtrust and explained Financial Sponsor A’s experience with both FinTech companies and take-private transactions. The representatives of Financial Sponsor A offered to submit a proposal in writing with an indicative price range, if Billtrust was interested in a potential transaction. Later on February 9, 2022, Mr. Lane communicated the content of the discussion with Financial Sponsor A to, and shared a copy of the presentation provided by Financial Sponsor A with, the Billtrust board of directors, and suggested that the Billtrust board of directors discuss the approach for responding to similar inbound inquiries during the next scheduled meeting of the Billtrust board of directors on March 24, 2022.
On February 15, 2022, Mr. Kumar and Mr. Lane discussed a potential transaction and Mr. Kumar provided a presentation to Mr. Lane. During this conversation, Mr. Kumar expressed interest in pursuing a transaction with Billtrust, explained EQT’s interest in Billtrust and indicated EQT’s familiarity with Billtrust. Later on February 15, 2022, Mr. Lane communicated the content of the discussion with EQT to, and shared a copy of the presentation provided by Mr. Kumar with, the Billtrust board of directors.
On February 23, 2022, EQT submitted a non-binding proposal to Billtrust to acquire Billtrust in an all-cash transaction at $10.00 per share (the “February 23 EQT Proposal”). The closing share price of Billtrust common stock on February 23, 2022 was $5.61 per share. Later on February 23, 2022, Mr. Lane relayed the February 23 EQT Proposal to the Billtrust board of directors, and suggested that the Billtrust board of directors discuss the February 23 EQT Proposal during the next scheduled meeting of the Billtrust board of directors on March 24, 2022.
On March 8, 2022, Financial Sponsor A and Mr. Lane had a conversation in which Financial Sponsor A reiterated its interest in a potential transaction with Billtrust and offered to submit a proposal if invited to do so by Billtrust. Mr. Lane responded that the Billtrust board of directors would consider next steps (if any) with respect to a potential transaction at the next scheduled meeting of the Billtrust board of directors on March 24, 2022, regardless of whether Financial Sponsor A submitted a proposal to acquire Billtrust prior to the meeting. Later on March 8, 2022, Mr. Lane communicated the content of the discussion with Financial Sponsor A to the Billtrust board of directors.
On March 14, 2022, Financial Sponsor A submitted a written non-binding proposal to Billtrust to acquire Billtrust in an all-cash transaction at $9.05 per share. Later on March 14, 2022, Mr. Lane communicated the proposal from Financial Sponsor A to the Billtrust board of directors, and suggested that the Billtrust board of directors consider such proposal at its next scheduled meeting of the Billtrust board of directors on March 24, 2022.
On March 24, 2022, the Billtrust board of directors met, and also in attendance were members of management and representatives of J.P. Morgan Securities LLC (“J.P. Morgan”), longstanding financial advisor to the Billtrust board of directors. During this meeting, the Billtrust board of directors considered the February 23 EQT Proposal and the proposal submitted by Financial Sponsor A and determined that the Billtrust board of directors and Billtrust management should continue evaluating the risks and benefits of a potential transaction, but that it was premature for Billtrust to more actively pursue a potential transaction at this time.
On March 25, 2022, Mr. Lane informed EQT that the Billtrust board of directors had not yet reached a decision regarding whether to move forward with a potential transaction.
On April 13, 2022, representatives of an additional private equity sponsor (“Financial Sponsor B”) and Mr. Lane had a conversation in which representatives of Financial Sponsor B expressed interest in pursuing a transaction with Billtrust and outlined the benefits of entering into a transaction with a company owned by Financial Sponsor B (“Financial Sponsor B Portfolio Company”).
On April 19, 2022, Mr. Lane met with Mr. Kumar. During this meeting, Mr. Kumar reiterated EQT’s interest in a potential transaction with Billtrust.
33

TABLE OF CONTENTS

On April 26, 2022, Mr. Lane and a representative of Financial Sponsor A met for dinner and discussed the future of business-to-business commerce and possible opportunities related to a potential transaction with Billtrust.
On April 27, 2022, Mr. Lane and the Chief Executive Officer of Financial Sponsor B Portfolio Company met for dinner and discussed possible opportunities related to a potential transaction with Billtrust.
On May 3, 2022, Financial Sponsor A submitted to Billtrust a revised non-binding proposal to acquire Billtrust in an all-cash transaction at $10.00 per share. Later on May 3, 2022, Mr. Lane communicated the revised proposal from Financial Sponsor A to certain senior members of management of Billtrust, noting that the revised proposal was unexpected because previously Financial Sponsor A had indicated to Mr. Lane that it was not interested in a potential transaction at the $10.00 per share price level. Also on May 3, 2022, Mr. Lane communicated the revised proposal from Financial Sponsor A to the Billtrust board of directors.
On May 26, 2022, representatives of Financial Sponsor B and the Chief Executive Officer of Financial Sponsor B Portfolio Company met with Mr. Lane to reiterate its interest in a potential transaction with Billtrust and requested that Financial Sponsor B be included if Billtrust decided to move forward with a sale process.
On May 26, 2022, Mr. Lane provided a general update to the Billtrust board of directors regarding recent conversations with EQT, Financial Sponsor A and Financial Sponsor B related to a potential transaction.
On May 27, 2022, Mr. Kumar and Mr. Lane discussed the February 23 EQT Proposal and whether this proposal was contingent on fluctuations in Billtrust’s stock price. EQT confirmed that material fluctuations in Billtrust’s stock price could lead it to modify the terms of its proposal.
On June 8, 2022, Mr. Lane met with a representative of Financial Sponsor A, during which Financial Sponsor A reiterated its interest in a potential transaction with Billtrust.
On June 16, 2022, the Billtrust board of directors met and considered potential strategic transactions involving Billtrust. Also in attendance were members of management and representatives of Billtrust’s outside counsel and representatives of J.P. Morgan. At the request of the Billtrust board of directors, representatives of J.P. Morgan provided a market update and discussed the environment for potential strategic transactions involving Billtrust. The Billtrust board of directors determined to continue to evaluate the potential for a strategic transaction, to conduct further diligence and to formally engage J.P. Morgan to assist the Billtrust board of directors in its further consideration of a potential strategic transaction if there was sufficient interest from any of EQT, Financial Sponsor A or Financial Sponsor B in connection with pursuing a strategic transaction with Billtrust, in each case at a level of at least $10.00 per share. The Billtrust board of directors also determined to direct members of management to approach an additional financial sponsor with whom Billtrust has an ongoing business relationship (“Financial Sponsor C”) or a possible strategic party (“Strategic Party A”) in pursuing a strategic transaction with Billtrust, in each case at a level of at least $10.00 per share. The Billtrust board of directors directed Mr. Lane to conduct further diligence on each of such parties to understand each party’s respective level of interest in a potential strategic transaction with Billtrust. The Billtrust board of directors authorized Billtrust management to hold management presentations with, and provide confidential information regarding Billtrust to, each of the parties (subject to entry into appropriate confidentiality undertakings that included customary standstill commitments, with such restrictions automatically falling away in the event that Billtrust entered into a definitive agreement with any third party with respect to a merger, sale of assets or securities or other business combination (subject to specified thresholds)). The Billtrust board of directors determined that given the level of interest in a potential transaction, the Billtrust board of directors would continue to evaluate whether Billtrust should run a sale process or consider strategic alternatives.
During the two weeks following the June 16, 2022 meeting of the Billtrust board of directors, Mr. Lane relayed to Financial Sponsor A, Financial Sponsor B and Financial Sponsor C that Billtrust was considering running a sale process. Following an introduction from Mr. Harris, Financial Sponsor C expressed interest in pursuing a transaction with Billtrust. During the same period, Strategic Party A expressed interest in pursuing a strategic transaction with Billtrust, but indicated that it was not willing to pay a price per share of $10.00 or greater and declined to join the potential sale process. J.P. Morgan communicated the content of the discussion with Strategic Party A to the Billtrust board of directors.
On June 27, 2022, at the direction of the Billtrust board of directors, representatives of J.P. Morgan contacted and provided draft confidentiality agreements to each of EQT, Financial Sponsor A, Financial Sponsor
34

TABLE OF CONTENTS

B and Financial Sponsor C. In early July, Billtrust entered into confidentiality agreements with each of EQT, Financial Sponsor A, Financial Sponsor B and Financial Sponsor C. All of such confidentiality agreements contained customary standstill provisions, with such restrictions automatically falling away in the event that Billtrust entered into a definitive agreement with any third party with respect to a merger, sale of assets or securities or other business combination (subject to specified thresholds).
During the period from July 13, 2022 until July 22, 2022, representatives of J.P. Morgan and Billtrust conducted management presentations with each of EQT, Financial Sponsor A, Financial Sponsor B and Financial Sponsor C. In addition, representatives of J.P. Morgan and Billtrust met for dinner with representatives of each of EQT and Financial Sponsor A but did not discuss any details of a potential transaction.
On July 20, 2022, the Billtrust board of directors met, and also in attendance were members of management and representatives of Davis Polk & Wardwell LLP (“Davis Polk”), Billtrust’s legal counsel. After evaluating J.P. Morgan and discussing J.P. Morgan’s qualifications, credentials and independence in connection with serving as Billtrust’s financial adviser, the Billtrust board of directors approved engagement of J.P. Morgan to serve as Billtrust’s financial advisor to assist in evaluating the merits of a potential strategic transaction, and entry into the proposed engagement letter with J.P. Morgan (subject to receipt and review of the relationships disclosure from J.P. Morgan and the Billtrust board of directors’ confirmation that such relationships disclosure did not present any material conflicts in connection with the proposed engagement). On July 21, 2022, representatives of J.P. Morgan provided a relationship disclosure letter to the Billtrust board of directors.
On July 27, 2022, Reuters published a news article reporting that Billtrust was exploring strategic alternatives. On that date, Billtrust’s common stock closed at $5.68 per share, up approximately 8% from the day prior to such report.
On July 28, 2022, representatives of J.P. Morgan, at the direction of the Billtrust board of directors, sent a process letter to EQT, Financial Sponsor A, Financial Sponsor B and Financial Sponsor C inviting such parties to submit preliminary, non-binding indications of interest with respect to a potential transaction with Billtrust no later than 12:00 pm Eastern Standard Time on August 11, 2022.
During the period from late July to early August 2022, Billtrust and/or representatives of J.P. Morgan received outreach from 16 additional potential counterparties, including five potential strategic counterparties and 11 financial sponsors. Representatives of J.P. Morgan informed the Billtrust board of directors of such outreach. At the direction of the Billtrust board of directors, Billtrust and/or representatives of J.P. Morgan discussed with each of these parties their interest in a potential transaction with Billtrust at a price equal to at least $10.00 per share. Based on these conversations, Billtrust and/or the Billtrust board of directors determined that each of these parties were not interested in proceeding at the proposed valuation level or did not have the ability to do so expeditiously (other than EQT, Financial Sponsor A, Financial Sponsor B and Financial Sponsor C).
On August 11, 2022, representatives of J.P. Morgan received non-binding indications of interest from EQT, Financial Sponsor A, Financial Sponsor B and Financial Sponsor C. Representatives of J.P. Morgan informed the Billtrust board of directors of these non-binding indications of interest. EQT provided a non-binding written indication of interest for an all-cash transaction at $9.00-$10.00 per share. Financial Sponsor A provided a non-binding written indication of interest for an all-cash transaction at $8.10-$8.40 per share. Financial Sponsor B provided a non-binding verbal indication of interest for an all-cash transaction at $8.50-$9.00 per share. Financial Sponsor C provided a non-binding verbal indication of interest for an all-cash transaction at $8.00 per share.
On August 12, 2022, the Billtrust board of directors met to assess the non-binding indications of interest received on August 11, 2022. 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 overview of Billtrust’s recent performance and reviewed the details of the non-binding indications of interest received from EQT, Financial Sponsor A, Financial Sponsor B and Financial Sponsor C. Following the departure of the representatives of J.P. Morgan, the Billtrust board of directors discussed the other unsolicited indications of interest that had been received following the Reuters news article of July 27, 2022. The Billtrust board of directors determined that based on the initial indications of interest received, it was in the best interests of Billtrust to inform each such party that their proposal was not a basis on which Billtrust would continue to discuss a potential transaction. The Billtrust board of directors also agreed that if any of the parties were to
35

TABLE OF CONTENTS

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
36

TABLE OF CONTENTS

Billtrust if the merger agreement were to be terminated in certain circumstances and the approach for entry into or amendment of material contracts by Billtrust between signing and closing and the outside date and issuance of equity prior to consummation of the transaction. On the evening of September 23, 2022, Davis Polk shared a markup of the merger agreement with Weil reflecting the outcome of these negotiations.
On September 23, 2022, representatives of J.P. Morgan shared an updated relationship disclosure letter with the Billtrust board of directors.
On the afternoon of September 24, 2022, a representative of EQT reported to representatives of J.P. Morgan and, subsequently, to Mr. Lane, the outcome of EQT’s investment committee meeting. Citing challenging market conditions and EQT’s current fundraising process, a representative of the EQT deal team indicated that EQT’s investment committee had instructed EQT to reduce its total fund commitment to a potential transaction with Billtrust from the then-current level of approximately $1.3 billion to $1 billion or less. In light of this instruction, and reduced total fund commitment, EQT conveyed verbally a revised nonbinding proposal (the “September 24 EQT Proposal”) with the following key terms: (i) the Bain Capital Venture Entities and an additional stockholder of Billtrust that had not been involved in the sale process (the “Additional Stockholder”) would receive $8.00 per share in cash, (ii) all other stockholders of Billtrust would receive $10.00 per share in cash and (iii) Mr. Lane would agree in conjunction with entry into the merger agreement to “roll over” 50% of his pretax proceeds into EQT’s investment vehicle, as a result of which Mr. Lane would continue to have an ownership interest in Billtrust post-closing.
Also on September 24, 2022, after Mr. Lane apprised Mr. Harris, a Managing Director of Bain Capital Venture Investors, LLC, of the September 24 EQT Proposal, Mr. Harris indicated to Mr. Lane that the Bain Capital Venture Entities were not willing to accept a lower per share price than the rest of Billtrust’s stockholders. In light of Bain’s unwillingness to proceed on the basis of the September 24 EQT Proposal, and the fact that the Additional Stockholder had not been involved in Billtrust’s consideration of a potential transaction, Billtrust did not contact the Additional Stockholder to discuss the September 24 EQT Proposal.
On the morning of September 25, 2022, the Billtrust board of directors met, and also in attendance were members of management and representatives of Davis Polk and J.P. Morgan. After receiving an update, the Billtrust board of directors discussed the September 24 EQT Proposal. The Billtrust board of directors determined that the September 24 EQT Proposal was not viable in light of Bain Capital Ventures’ rejection of the proposed differential treatment of stockholders and directed Mr. Lane and Mr. Harris to provide that feedback to EQT.
Shortly thereafter, on September 25, 2022, Mr. Lane and Mr. Harris provided to EQT the feedback from the Billtrust board of directors.
During this conversation, the representatives of EQT told Mr. Lane and Mr. Harris that EQT would be willing to proceed on the following basis (the “September 25 EQT Proposal”): (i) all stockholders of Billtrust would receive $9.50 per share in cash and (ii) $125,000,000 of equity “roll over” into EQT’s investment vehicle, split evenly between the Bain Capital Venture Entities and Mr. Lane.
Later on September 25, 2022, the Billtrust board of directors met again, and also in attendance were members of management and representatives of Davis Polk and J.P. Morgan. Mr. Lane updated the Billtrust board of directors on the discussions with EQT and relayed the September 25 EQT Proposal. Davis Polk advised the Billtrust board of directors about the implications of the September 25 EQT Proposal on the roles of Mr. Lane and Mr. Harris in the process (in light of the “roll over” component of the September 25 EQT Proposal), and the Billtrust board of directors discussed those implications. The Billtrust board of directors determined that it was in the best interests of the Billtrust stockholders for Billtrust to continue discussions with EQT regarding a potential transaction on the basis of the September 25 EQT Proposal.
On September 27, 2022, representatives of Billtrust, Davis Polk, EQT and Weil met via video conference to resolve the outstanding points in the merger agreement.
On the evening of September 27, 2022, the Billtrust board of directors met, and also in attendance were members of management and representatives of Davis Polk and J.P. Morgan. Mr. Lane and Mr. Harris recused themselves. Copies of the merger agreement, the other transaction agreements, a financial presentation by J.P. Morgan and a legal presentation by Davis Polk had been provided to the Billtrust board of directors in advance of the meeting. A representative of Davis Polk reviewed with the Billtrust board of directors their
37

TABLE OF CONTENTS

fiduciary duties under Delaware law and the material terms of the merger agreement and the other transaction agreements. A representative from J.P. Morgan presented J.P. Morgan’s financial analysis of the $9.50 per share in cash merger consideration and rendered an oral opinion, confirmed by delivery of a written opinion dated September 28, 2022, to the Billtrust board of directors to the effect that, as of such date, and based upon and subject to the factors and assumptions set forth in its opinion, the $9.50 per share in cash merger consideration was fair, from a financial point of view, to the holders of the Class 1 common stock in the merger (other than holders of Excluded Shares, as defined below). All of the directors (other than Mr. Lane and Mr. Harris, who had recused themselves in light of the rollover and contribution agreements) approved the merger agreement, the ancillary documents and the transaction.
Later on the night of September 27, 2022 and into the early morning of September 28, 2022, Davis Polk and Weil finalized the merger agreement and other transaction documents.
Early on September 28, 2022, before the opening of trading on the Nasdaq, the merger agreement and other applicable transaction documents were executed, and Billtrust and EQT publicly disclosed the proposed transaction.
Billtrust’s Reasons for the Merger
At a meeting duly called and held on September 27, 2022, the Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) determined that the merger and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, Billtrust and its stockholders and approved, adopted and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement. The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) also resolved that the merger agreement be submitted for consideration by the stockholders of Billtrust at a special meeting of stockholders and to recommend that the stockholders of Billtrust vote to adopt the merger agreement. The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) consulted with Billtrust’s senior management and outside legal and financial advisors and considered a number of factors, including the following principal factors (not in any relative order of importance) that the Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) believed to support its decision:
the Billtrust board of directors’ (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) belief that the merger was more favorable to Billtrust’s stockholders than the alternative of remaining a standalone independent company, which belief was based on and informed by consideration of a number of factors, risks and uncertainties, including:
Billtrust’s business, current and projected financial performance and condition and future prospects in relation to the merger consideration of $9.50 per share,
the uncertain returns to Billtrust’s stockholders if Billtrust were to remain independent, taking into account, in particular, management’s financial projections of the future financial performance and earnings of Billtrust, including those set forth below under “The Merger (Proposal 1)—Projected Financial Information” and the risks involved in achieving those returns,
general industry, economic and market conditions, both on a historical and on a prospective basis, and
current information regarding (i) Billtrust’s business, prospects, financial condition, operations, technology, products, services, management, competitive position and strategic business goals and objectives, (ii) geopolitical conditions and changing regulatory environment, which could affect Billtrust’s business, and (iii) opportunities and competitive factors within Billtrust’s industry,
the Billtrust board of directors’ (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) belief that the risks and challenges to Billtrust’s business described above, and in Billtrust’s SEC filings, create substantial execution risks relative to the $9.50 per share price in the merger,
38

TABLE OF CONTENTS

the fact that the merger consideration is all cash, so that the transaction will allow Billtrust’s stockholders to realize a fair value, in cash, for their investment and provides such stockholders certainty of value for their shares,
the fact that, during the period leading up to the execution of the merger agreement, the Billtrust board of directors explored and evaluated various potential strategic alternatives, including remaining as a standalone public company, none of which alternatives was deemed more favorable to Billtrust’s stockholders than the merger,
the fact that Billtrust and its financial advisor were contacted by a number of parties (including following the publication of the Reuters article on July 27, 2022 stating that Billtrust was exploring strategic alternatives),
the fact that Billtrust’s exploration of potential strategic alternatives involved a third-party solicitation process involving the group of potentially most interested parties (including actively seeking proposals from additional parties) that Billtrust and its advisors believed were capable of delivering an executable proposal, in addition to Parent, which included both strategic and financial potential acquirors, three of which, in addition to Parent, entered into confidentiality agreements with Billtrust and received information related to Billtrust, and that Parent submitted the highest final offer to Billtrust in connection with such process after active negotiations and multiple rounds of bidding,
the fact that Billtrust did not enter into any exclusivity arrangements with Parent and did not negotiate with Parent on a contractually exclusive basis,
current and historical market prices of Billtrust common stock, including the market performance of Billtrust common stock relative to other participants in Billtrust’s industry and general market indices, and the fact that the merger consideration represented an attractive premium of more than 64% to Billtrust’s closing stock price on September 27, 2022, the last trading day before the announcement of the merger, and more than a 77% premium above the trailing 90-day volume weighted average stock price for the period ended September 23, 2022,
the fact that Billtrust’s legal and financial advisors assisted Billtrust throughout the process and negotiations and updated the Billtrust board of directors directly and regularly, which provided the Billtrust board of directors with additional perspectives on the negotiations in addition to those of Billtrust’s management,
the Billtrust board of directors’ (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) view that the merger agreement was the product of arm’s-length negotiation and contained customary terms and conditions,
the timing of the merger and the risk that if Billtrust did not accept the offer by Parent (as provided for in the merger agreement), it may not have another opportunity to do so or to accept a comparable opportunity,
the availability of statutory appraisal rights under the DGCL in connection with the merger for Billtrust stockholders who properly exercise their rights under the DGCL,
the oral opinion of J.P. Morgan rendered to the Billtrust board of directors on September 27, 2022, which was confirmed by delivery of a written opinion, dated September 28, 2022, as to the fairness, from a financial point of view and as of that date, of the merger consideration to be received by holders of Billtrust’s Class 1 common stock (other than the Excluded Shares, as defined under “The Merger (Proposal 1)—Opinion of Billtrust’s Financial Advisor”), which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken, as more fully described under “The Merger (Proposal 1)—Opinion of Billtrust’s Financial Advisor,”
the fact that the voting and support agreements entered into by Mr. Lane and the Bain Capital Venture Entities (who together beneficially owned approximately 34.2% of Billtrust’s outstanding common stock as of September 28, 2022) will terminate automatically upon the earlier of the termination of the
39

TABLE OF CONTENTS

merger agreement (including if Billtrust decides to terminate the merger agreement in order to enter into a definitive agreement with a third party providing for a superior proposal) or the effective time of the merger, as described in the section entitled “Voting and Support Agreements” beginning on page 80 of this proxy statement; and
the material terms and conditions of the merger agreement, including:
the conditions to the consummation of the merger, including the requirement that the merger agreement be adopted by Billtrust’s stockholders,
the Billtrust board of directors’ “fiduciary out” with respect to third-party acquisition proposals that constitute or would reasonably be expected to lead to superior proposals, the Billtrust board of directors’ ability to (subject to the terms of the merger agreement) negotiate with another party regarding a superior proposal and, subject to paying a termination fee to Parent in the amount of $50,245,503.85, accept a superior proposal,
Parent’s obligation to pay a reverse termination fee to Billtrust in the amount of $100,491,007.71 under certain circumstances and to reimburse Billtrust for up to $5,000,000 of its costs and expenses in connection with an action or proceeding (or settlement) that results in a judgment that Parent must pay the termination fee and up to $1,000,000 of its costs and expenses incurred in connection with the financing,
the Billtrust board of directors’ (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) belief that, if triggered, the termination fee payable by Billtrust to Parent is consistent with fees payable in comparable transactions and would not be likely to preclude another party from making a competing proposal,
the scope of the representations, warranties and covenants of Billtrust, Parent and Merger Sub,
Parent’s representations and warranties relating to the equity commitment letter, the debt commitment letter and the termination equity commitment letter,
Billtrust’s ability to specifically enforce Parent’s obligation to cause the completion of the merger under certain circumstances,
the fact that the merger agreement is not subject to a financing condition, in particular, that the financing contemplated by the equity commitment letter and the debt commitment letter, together with Billtrust’s cash on hand, were sufficient to fund the aggregate purchase price and the other payments contemplated by, and subject to the terms and conditions of, the merger agreement, and that Billtrust is a named third party beneficiary of the equity commitment letter,
the fact that that certain funds affiliated with Parent provided the termination equity commitment letter pursuant to which such affiliates commit to provide funds to Parent for the purpose of paying the reverse termination fee and certain of Parent’s and Merger Sub’s other obligations under the merger agreement,
the fact that Billtrust and Parent agreed to take all actions (subject to certain enumerated exceptions) to consummate the merger, including preparing and filing as promptly as reasonably possible all necessary filings and obtaining certain specified regulatory approvals in connection with the merger or the consummation of the merger, as well as the merger agreement’s significant protection against any regulatory impediments that could arise, as described in the section entitled “The Merger Agreement—Regulatory Clearances and Approvals Required for the Merger” below, and
The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) also considered various potentially countervailing factors in its deliberations related to the merger, including the following principal factors (not in any relative order of importance):
40

TABLE OF CONTENTS

the fact that holders of Billtrust’s Class 1 common stock (other than Mr. Lane and the Bain Capital Venture Entities, each of whom will contribute a portion of their shares of Billtrust common stock to Parent in exchange for equity interests in Bullseye Holdings) will not have an opportunity to participate in any future earnings or growth of the combined company following the merger,
the possibility that the merger might not be consummated and the effect the termination of the transaction (and the resulting public announcement) may have on the trading price of Billtrust common stock and Billtrust’s business, operating results and prospects, which effect is likely to be exacerbated the longer the time period between the signing and any termination of the merger agreement,
that Billtrust cannot solicit other acquisition proposals, and must pay Parent a termination fee in the amount of $50,245,503.85 if the merger agreement is terminated under certain circumstances, including if the Billtrust board of directors changes its recommendation to Billtrust’s stockholders to adopt the merger agreement or exercises its right to enter into a transaction that constitutes a superior proposal, which although such termination fee is consistent with fees payable in comparable transactions could deter others from proposing an alternative transaction that may be more advantageous to Billtrust’s stockholders,
that the restrictions imposed by the merger agreement on the conduct of Billtrust’s business prior to completion of the merger, requiring Billtrust to conduct its business only in the ordinary course and imposing additional specific restrictions, may delay, limit or prevent Billtrust from undertaking business opportunities that may arise during that period,
the possible effects of the pendency (or termination) of the merger agreement on Billtrust’s business, operating results, prospects, employees, customers and suppliers,
the significant costs involved in connection with entering into the merger agreement and consummating the merger and the substantial time and effort of management required to complete the merger, which may disrupt Billtrust’s business operations,
the fact that if the merger is not consummated, Billtrust will be required to pay its own expenses associated with the merger,
the fact that Billtrust’s directors and officers may have interests in the merger that may be different from, or in addition to, those of the other Billtrust stockholders (see below in the section of this proxy statement captioned “— Interests of Billtrust’s Directors and Executive Officers in the Merger”),
the fact that the receipt of cash in exchange for shares of Billtrust common stock pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes,
the risk of potential litigation relating to the merger that could be instituted against Billtrust or its directors or officers, and potential effects of outcomes related thereto or the possible loss of key management or other personnel of Billtrust during the pendency of the merger,
the fact that the consummation of the merger will require antitrust clearance in the United States and Cyprus, and
that if Parent fails to complete the merger as a result of a breach of the merger agreement, depending upon the reason for not closing, Billtrust’s rights and remedies may be expensive and difficult to enforce through litigation, and the success of any such action may be uncertain.
After considering the foregoing potentially negative and potentially positive factors, the Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) concluded that the potentially positive factors relating to the merger agreement and the merger substantially outweighed the potentially negative factors.
The foregoing discussion of the information and factors considered by the Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) is not intended to be exhaustive, but includes the material factors considered by the Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above). The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) did not undertake
41

TABLE OF CONTENTS

to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determination. The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) based its recommendation on the totality of the information it considered.
In considering the recommendation of the Billtrust board of directors with respect to the proposal to adopt the merger agreement, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, yours. The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of Billtrust. See the section entitled “The Merger (Proposal 1)—Interests of Billtrust’s Directors and Executive Officers in the Merger.”
Recommendation of the Billtrust Board of Directors
After careful consideration, the Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) approved the merger agreement, the merger and the other transactions contemplated by the merger agreement.
The Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) recommends that the Billtrust stockholders vote “FOR” the proposal to adopt the merger agreement.
Opinion of Billtrust’s Financial Advisor
Pursuant to an engagement letter, Billtrust retained J.P. Morgan as its financial advisor in connection with the merger and to deliver a fairness opinion in connection with the merger.
At the meeting of the Billtrust board of directors on September 27, 2022, J.P. Morgan rendered its oral opinion to the board that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration to be paid to the holders of the Class 1 common stock in the merger (other than the holders of the Excluded Shares) was fair, from a financial point of view, to such holders. J.P. Morgan has confirmed its September 27, 2022 oral opinion by delivering its written opinion to the Billtrust board of directors, dated September 28, 2022, that, as of such date, the merger consideration to be paid to the holders of the Class 1 common stock (other than the holders of the Excluded Shares) in the merger was fair, from a financial point of view, to such stockholders.
The full text of the written opinion of J.P. Morgan dated September 28, 2022, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The holders of the Class 1 common stock are urged to read the opinion in its entirety. J.P. Morgan’s written opinion is addressed to the Billtrust board of directors (in its capacity as such), was directed only to the consideration to be paid to the holders of Class 1 common stock (other than the holders of Excluded Shares) in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, holders of the Excluded Shares, creditors or other constituencies of Billtrust or as to the underlying decision by Billtrust to engage in the merger. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The opinion does not constitute a recommendation to any stockholder of Billtrust as to how such stockholder should vote with respect to the merger or any other matter.
42

TABLE OF CONTENTS

In arriving at its opinions, J.P. Morgan, among other things:
reviewed a draft of the merger agreement dated September 27, 2022;
reviewed certain publicly available business and financial information concerning Billtrust and the industries in which it operates;
compared the proposed financial terms of the merger with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;
compared the financial and operating performance of Billtrust with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of the Class 1 common stock and certain publicly traded securities of such other companies;
reviewed certain internal financial analyses and forecasts prepared by the management of Billtrust relating to its business (which analyses and forecasts are summarized under the sections titled “Caution Regarding Forward-Looking Statements” and “The Merger (Proposal 1)—Projected Financial Information” beginning on pages [24] and [48], respectively of this proxy statement); and
performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.
In addition, J.P. Morgan held discussions with certain members of the management of Billtrust with respect to certain aspects of the merger, the past and current business operations of Billtrust, the financial condition and future prospects and operations of Billtrust, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.
In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Billtrust or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to its engagement letter with Billtrust, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct or was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Billtrust or Parent under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses provided to it or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of Billtrust to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement, and that the definitive merger agreement would not differ in any material respects from the draft thereof furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Billtrust and Parent in the merger agreement and the related agreements were and will be true and correct in all respects material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Billtrust with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on Billtrust or on the contemplated benefits of the merger.
The financial analyses and forecasts furnished to J.P. Morgan were prepared by Billtrust’s management. Billtrust does not publicly disclose internal financial analyses and forecasts of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the merger, and such projections were not prepared with a view toward public disclosure. These projections were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Billtrust’s management, including factors related to general economic and competitive conditions and prevailing interest rates. Accordingly, actual results could vary significantly from those set forth in such projections. For more information regarding the use of projections and other forward-looking statements, please refer to the sections entitled “Caution Regarding Forward-Looking Statements” beginning on page [24] and “The Merger (Proposal 1)—Projected Financial Information” beginning on page [48] of this proxy statement.
43

TABLE OF CONTENTS

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of the date of such opinion. Subsequent developments may affect J.P. Morgan’s written opinion dated September 28, 2022, and J.P. Morgan does not have any obligation to update, revise, or reaffirm such opinion. J.P. Morgan’s opinion is limited to the fairness, from a financial point of view, of the consideration to be paid to the holders of the Class 1 common stock (other than the holders of the Excluded Shares) in the merger, and J.P. Morgan has expressed no opinion as to the fairness of the merger to, or any consideration of, the holders of any other class of securities, holders of the Excluded Shares, creditors or other constituencies of Billtrust or the underlying decision by Billtrust to engage in the merger. J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger, or any class of such persons, any consideration payable in respect to Rollover Shares or any consideration otherwise payable to any Significant Company Stockholders (as defined in the merger agreement) or any holders of Class 2 common stock, $0.0001 par value, of Billtrust, in each case, relative to the merger consideration to be paid to the holders of the Class 1 common stock (other than the holders of the Excluded Shares) in the merger or with respect to the fairness of any such compensation or consideration.
The terms of the merger agreement, including the merger consideration, were determined through arm’s length negotiations between Billtrust and Parent, and the decision to enter into the merger agreement was solely that of the Billtrust board of directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Billtrust board of directors in its evaluation of the merger and should not be viewed as determinative of the views of the Billtrust board of directors or Billtrust’s management with respect to the merger or the merger consideration.
In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Billtrust board of directors on September 27, 2022 and in the presentation delivered to the Billtrust board of directors on such date in connection with the rendering of such opinion and this summary does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses. The following is a summary of the material financial analyses utilized by J.P. Morgan in connection with providing its opinion.
Public Trading Multiples
Using publicly available information, J.P. Morgan compared selected financial data of Billtrust with similar data for selected publicly traded companies engaged in businesses which J.P. Morgan judged to be analogous to Billtrust. These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for the purposes of J.P. Morgan’s analysis, may be considered sufficiently similar to those of Billtrust. However, none of the companies selected is identical to Billtrust, and certain of these companies may have characteristics that are materially different from those of Billtrust. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the selected companies differently than they would affect Billtrust.
For each of the following analyses performed by J.P. Morgan, estimated financial data for Billtrust and the selected companies were based on information J.P. Morgan obtained from public filings, and publicly available information obtained from FactSet Research Systems. The multiples for each of the selected companies were based on such information. Among other calculations, with respect to Billtrust and the selected companies, J.P. Morgan calculated the ratio of each company’s “firm value” (calculated as equity value, plus or minus, as applicable, net debt or net cash) as of September 23, 2022 to the analyst consensus estimates of net revenues for the calendar year 2023 for the applicable company (“FV / CY23E Revenue”).
44

TABLE OF CONTENTS

The following tables present the results of this analysis:
Billtrust
 
FV / CY23E Revenue
Based on share price as of September 23, 2022
4.1x
Based on share price as of July 26, 20221
3.7x
 
 
Selected Companies
 
Core
 
Bill.com Holdings, Inc.
11.6x
Coupa Software Incorporated
6.6x
AvidXchange Holdings, Inc.
3.3x
Financial software/payments
 
EngageSmart, Inc.
8.1x
Flywire Corporation
7.1x
BlackLine, Inc.
6.5x
Avalara, Inc.2
6.1x
Paymentus Holdings, Inc.
4.0x
DocuSign, Inc.
4.0x
1
The last full trading day prior to publication of news reports relating to a potential acquisition of Billtrust.
2
Based on share price as of July 6, 2022, the date prior to the publication of the first news article speculating that Avalara, Inc. was considering a sale transaction.
Based on the results of this analysis and other factors J.P. Morgan considered appropriate in its professional judgment and experience, J.P. Morgan selected a trading multiple reference range of 3.3x to 6.6x for Billtrust’s FV / CY23E Revenue. After applying such ranges to Billtrust’s forecasted revenue for the calendar year 2023, based on Billtrust management’s projections, the analysis resulted in an implied per share equity value range, rounded to the nearest $0.25, of approximately $4.75 to $9.00 for the Class 1 common stock. The range of implied per share equity values for the Class 1 common stock was compared to (i) the closing share price of Billtrust of $5.77 on September 23, 2022, (ii) the closing share price of Billtrust of $5.26 on July 26, 2022, the last full trading day prior to publication of news reports relating to a potential acquisition of Billtrust, and (iii) the amount of the merger consideration of $9.50 per share.
Selected Transaction Analysis
Using publicly available information, J.P. Morgan examined selected transactions involving businesses which J.P. Morgan judged to be similar to Billtrust’s business (or aspects thereof) based on J.P. Morgan’s experience and familiarity with the industries in which Billtrust operates. Specifically, J.P. Morgan reviewed the transactions below, and calculated the ratio of each target company’s firm value to the target company’s estimated net revenue for the next twelve months following the announcement of the applicable transaction (the “FV / NTM Revenue”), based on publicly available information:
Announcement Date
Acquirer
Target
FV / NTM Revenue
August 8, 2022
Vista Equity Partners Management, LLC
Avalara, Inc.
8.8x
April 14, 2022
Accel-KKR Company LLC
Basware Corporation
3.9x
March 21, 2022
Thoma Bravo, LLC
Anaplan, Inc.
13.9x1
December 17, 2021
Thoma Bravo, LLC
Bottomline Technologies, Inc.
5.1x
June 11, 2018
Workday, Inc.
Adaptive Insights, Inc.
10.6x2
January 30, 2018
SAP SE
Callidus Software Inc.
8.1x
July 28, 2016
Oracle Corporation
NetSuite Inc.
8.6x
September 18, 2014
SAP SE
Concur Technologies, Inc.
10.2x
45

TABLE OF CONTENTS

1
Based on revised offer of $63.75 as disclosed in Anaplan, Inc.’s Form 8-K filed on June 6, 2022.
2
Based on fiscal year 2017 and 2018 actuals, as well as estimates from JPM Securities and BMO Capital Markets equity research published immediately following the announcement of the transaction.
None of the selected transactions reviewed was identical to the merger. However, the selected transactions were chosen because certain aspects of the transactions, for purposes of J.P. Morgan’s analysis, may be considered sufficiently similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the transaction differently than they would affect the merger.
Based on the results of this analysis and other factors J.P. Morgan considered appropriate, J.P. Morgan selected a transaction multiple reference range for FV / NTM Revenue of 5.1x to 8.8x and applied it to Billtrust’s estimated net revenue for the next twelve months provided by Billtrust’s management to calculate Billtrust’s firm value and imply a per share equity value of Billtrust’s common stock. This analysis indicated an implied per share equity value range, rounded to the nearest $0.25, of $6.75 to $11.00 for the Class 1 common stock. The range of implied per share equity values for the Class 1 common stock was compared to (i) the closing share price of Billtrust of $5.77 on September 23, 2022, (ii) the closing share price of Billtrust of $5.26 on July 26, 2022, the last full trading day prior to publication of news reports relating to a potential acquisition of Billtrust, and (iii) the amount of the merger consideration of $9.50 per share.
Discounted Cash Flow Analysis
J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the fully diluted equity value per share for Billtrust’s common stock.
The unlevered free cash flows that Billtrust is expected to generate from June 30, 2022 through December 31, 2031 were provided to J.P. Morgan in the projections prepared by the management of Billtrust. J.P. Morgan calculated a range of terminal values of Billtrust by applying perpetual growth rates ranging from 4.0% to 6.0% of the unlevered free cash flow of Billtrust during the terminal year. The unlevered free cash flows and the range of terminal values were then discounted to present values as of June 30, 2022 using a range of discount rates from 13.0% to 14.0%, which was chosen by J.P. Morgan based upon its analysis of the weighted average cost of capital of Billtrust.
In addition, as directed by management of Billtrust, J.P. Morgan calculated the present value of certain tax credits expected by Billtrust management to be utilized by Billtrust from June 30, 2022 through December 31, 2029, which were discounted to present values as of June 30, 2022 using the same range of discount rates, 13.0% to 14.0%. The present values were then added together with the present values derived based on the unlevered free cash flows and range of terminal values. This was then adjusted for Billtrust’s net debt of ($137,000,000) as of June 30, 2022, and then divided by the number of fully diluted shares of Billtrust’s common stock outstanding at the midpoint, as provided by Billtrust management (based on approximately 164,500,000 shares of common stock outstanding and adjusted to reflect the impact of dilutive securities calculated in accordance with the treasury stock method to a total fully-diluted share count of approximately 176,300,000 shares), to arrive at a range of implied equity value per share of the Class 1 common stock, rounded to the nearest $0.25, of $8.00 to $10.75. The range of implied per share equity values for the Class 1 common stock was compared to (i) the closing share price of Billtrust of $5.77 on September 23, 2022, (ii) the closing share price of Billtrust of $5.26 on July 26, 2022, the last full trading day prior to publication of news reports relating to a potential acquisition of Billtrust, and (iii) the amount of the merger consideration of $9.50 per share.
Other Information
J.P. Morgan observed certain additional information that was not considered part of J.P. Morgan’s financial analysis with respect to its opinion but was noted for informational purposes, including the following:
52-Week Historical Trading Range. J.P. Morgan reviewed the 52-week trading range of Billtrust’s end of day share prices for the period ending September 23, 2022, which was $3.95 (an all-time low) to $11.01 (the 52-week high) per share of the Class 1 common stock compared to (i) the closing share price of Billtrust of $5.77 on September 23, 2022, (ii) the closing share price of Billtrust of $5.26 on July 26, 2022, the last full trading day prior to publication of news reports relating to a potential acquisition of Billtrust, and (iii) the
46

TABLE OF CONTENTS

amount of the merger consideration of $9.50 per share. J.P. Morgan noted that historical trading range analyses were presented merely for reference purposes only and were not relied upon for valuation purposes.
Analyst Price Targets. J.P. Morgan reviewed the price targets of certain publicly available equity research analyst price targets for the Class 1 common stock available as of September 23, 2022, which provided a reference range of $7.40 to $13.00 per share of the Class 1 common stock and $9.00 per share of Class 1 common stock at the midpoint. J.P. Morgan compared the analyst price targets analysis to (i) the closing share price of Billtrust of $5.77 on September 23, 2022, (ii) the closing share price of Billtrust of $5.26 on July 26, 2022, the last full trading day prior to publication of news reports relating to a potential acquisition of Billtrust, and (iii) the amount of the merger consideration of $9.50 per share. J.P. Morgan noted that the analyst price target analyses were presented merely for reference purposes only and were not relied upon for valuation purposes.
Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Billtrust. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.
Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Billtrust, and none of the selected transactions reviewed was identical to the merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Billtrust. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Billtrust and the transactions compared to the merger.
As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Billtrust with respect to the merger and deliver an opinion to the Billtrust board of directors with respect to the merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Billtrust and the industries in which it operates.
For services rendered in connection with the merger and the delivery of its opinion, Billtrust has agreed to pay J.P. Morgan a fee of approximately $23,100,000, of which $4,000,000 became payable upon the delivery of the opinion and the remainder will be payable upon the consummation of the merger. In addition, Billtrust has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had, and continue to have, commercial, investment banking or similar relationships with Billtrust, EQT AB and certain affiliates of the Parent for which J.P. Morgan and such affiliates have received and will receive customary compensation. Such services during such period have included acting as dealer for Billtrust in a spot and FX
47

TABLE OF CONTENTS

trade that closed in October 2021, as joint lead bookrunner on Billtrust’s offering of equity securities that closed in June 2021, as financial and capital markets advisor to Billtrust on a sale transaction that closed in October 2020 and as placement agent to Billtrust on an offering of equity securities that closed in October 2020. J.P. Morgan has also acted as joint bookrunner on debt and equity securities offerings, provided debt syndication and acted as financial advisor on strategic transactions by EQT AB, the Parent and/or certain of their respective affiliates unrelated to the merger. During the two-year period preceding delivery of its opinion, the aggregate fees recognized by J.P. Morgan from Billtrust were approximately $14,300,000 and from EQT AB (including through certain of its affiliates) were approximately $108,500,000. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of certain affiliates of EQT AB, for which J.P. Morgan receives customary compensation or other financial benefits. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of Billtrust and EQT AB. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of Billtrust and EQT AB, for which J.P. Morgan receives customary compensation or other financial benefits. In the ordinary course of their businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Billtrust, EQT AB or certain affiliates of the Parent for their own accounts or for the accounts of customers and, accordingly, they may at any time hold long or short positions in such securities or other financial instruments.
Projected Financial Information
Billtrust does not as a matter of course make public projections as to future performance or earnings beyond the current fiscal year and is especially wary of making projections for extended earnings periods given, among other reasons, the unpredictability and uncertainty of the underlying assumptions and estimates. However, Billtrust is including in this proxy statement certain financial projections prepared by Billtrust management in 2022, which we refer to as the “Management Projections,” to reflect Billtrust management’s then-current expectations of Billtrust’s financial performance for fiscal years 2022 through 2027.
We have included a summary of the Management Projections to give stockholders access to certain nonpublic information prepared by Billtrust management for the Billtrust board of directors in connection with its evaluation of the merger and the merger consideration, which were also provided to J.P. Morgan, who was directed by the Billtrust board of directors to use the Management Projections in their financial analyses with respect to the fairness of the $9.50 per share consideration to be paid pursuant to the merger agreement. These Management Projections were also made available to Parent and Merger Sub, at Parent’s request, in connection with their due diligence review of Billtrust. The inclusion of the Management Projections should not be regarded as an indication that Billtrust, Parent, Merger Sub or any of their respective affiliates, officers, directors, advisors or other representatives or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of actual future results.
The Management Projections were developed by Billtrust management on a standalone basis without giving effect to the merger and the other transactions contemplated by the merger agreement. Furthermore, the Management Projections do not take into account the effect of any failure of the transactions contemplated by the merger agreement to be completed and should not be viewed as accurate or continuing in that context. The Management Projections and the underlying assumptions upon which the Management Projections were based are subjective in many respects. The Management Projections constitute forward-looking information and reflect numerous estimates and assumptions with respect to industry performance, general business, economic, market and financial conditions, changes to the business, financial condition or results of operations of Billtrust and other matters, including those described under “Caution Regarding Forward-Looking Statements,” many of which are difficult to predict, subject to significant economic and competitive uncertainties, are beyond Billtrust’s control and may cause the Management Projections or the underlying assumptions not to be realized. Since the Management Projections cover multiple years, such information by its nature becomes less predictive with each successive year. The Management Projections do not take into account any circumstances or events occurring after the date they were prepared. As a result, there can be no assurance that the Management Projections will be realized or that actual results will not be significantly higher or lower than projected. The Management Projections were not prepared with a view toward public disclosure or toward complying with GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. For example, certain metrics included in the Management Projections are non-GAAP measures, and the Management
48

TABLE OF CONTENTS

Projections do not include footnote disclosures as may be required by GAAP. The prospective financial information included in this document has been prepared by, and is the responsibility of, Billtrust’s management. Billtrust’s independent registered public accounting firm has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the accompanying prospective financial information and, accordingly, Billtrust’s independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto.
Readers of this proxy statement are cautioned not to place undue reliance on the specific portions of the Management Projections below. Neither Billtrust nor J.P. Morgan, nor any other person, has made or makes any representation to any stockholder regarding the information included in the Management Projections. The Management Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information about Billtrust contained in Billtrust’s public filings with the SEC. For more information, please see the section of this proxy statement captioned “—Where You Can Find More Information.”
For the foregoing reasons the inclusion of specific portions of the Management Projections in this proxy statement should not be regarded as necessarily predictive of actual future events, and they should not be relied on as such.
 
2022E
2023E
2024E
2025E
2026E
2027E
 
(dollars in millions rounded to the nearest million)
Net Revenue
$172
$216
$267
$332
$410
$503
Adjusted Gross Profit(1)
$127
$163
$206
$260
$326
$403
EBIT(2)
$(52)
$(34)
$(13)
$14
$48
$90
Unlevered Free Cash Flow(3)
$(19)(4)
$(16)
$7
$34
$64
$101
Tax Benefit of NOL
$0
$0
$0
$3
$10
$18
(1)
Adjusted Gross Profit is defined as total revenues less total cost of revenues, excluding depreciation and amortization, plus stock-based compensation expense included in total cost of revenues.
(2)
EBIT means Adjusted Gross Profit, less research and development, sales and marketing, and general and administrative expenses, stock based compensation, depreciation and amortization, other capital structure transaction costs, severance, acquisition and integration expense and excluding impairment, restructuring and facility related costs.
(3)
Unlevered Free Cash Flow means EBIT less tax effected, plus depreciation and amortization, less net capital expenditures and less changes in net working capital.
(4)
Represents half-year 2022 estimates.
The summary of such information above is included solely to give stockholders access to the information that was made available to the Billtrust board of directors, J.P. Morgan, Parent and Merger Sub, and is not included in this proxy statement in order to influence any stockholder to make any investment decision with respect to the merger, including whether or not to seek appraisal rights with respect to their shares of Billtrust common stock. In addition, the Management Projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement, and except as required by applicable securities laws, Billtrust does not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error.
Interests of Billtrust’s Directors and Executive Officers in the Merger
In considering the recommendation of the Billtrust board of directors (other than Mr. Lane and Mr. Harris, who recused themselves in light of the rollover and contribution agreements mentioned above) to adopt the merger agreement, you should be aware that some of Billtrust’s directors and executive officers have interests in the merger that are different from, or in addition to, those of Billtrust’s stockholders generally. The Billtrust board of directors was aware of these interests and considered them, among other matters, in evaluating the merger agreement, in reaching its decision to approve the merger agreement and in recommending to our stockholders that the merger agreement be approved. These interests are described and quantified below.
Treatment and Quantification of Equity-Based Awards
Billtrust’s executive officers currently hold vested and unvested Company Stock Options and/or Company RSUs.
49

TABLE OF CONTENTS

The merger agreement provides that at or immediately prior to the effective time of the merger, the outstanding equity awards of Billtrust will be treated as follows:
Company Stock Options. As of the record date, there were outstanding Company Stock Options to purchase [•] shares of common stock of Billtrust, of which Company Stock Options to purchase [•] shares of common stock of Billtrust were held by Billtrust’s executive officers and non-employee directors ([•] of which were In-the-Money Options). With respect to each outstanding Company Stock Option, whether vested or unvested, (i) that is an Out-of-the-Money Option, such Company Stock Option will terminate and be cancelled immediately prior to the effective time of the merger, without any consideration payable in respect thereof, and will have no further force or effect and (ii) that is an In-the-Money Option, such Company Stock Option will become fully vested (to the extent unvested or to the extent such Company Stock Option would not otherwise vest) and will terminate and be cancelled immediately prior to the effective time of the merger in exchange for the right to receive an amount in cash determined by multiplying (i) the excess, if any, of the merger consideration over the applicable exercise price of such canceled Company Stock Option by (ii) the number of shares subject to such Company Stock Option immediately prior to the effective time of the merger.
Company RSUs. As of the record date, there were outstanding Company RSUs in respect of [•] shares of common stock of Billtrust, of which [•] Company RSUs were held by Billtrust’s executive officers and non-employee directors. Except as provided below with respect to New RSUs, each Company RSU will fully vest and be canceled and converted into the right of the holder to receive an amount in cash equal to the product of (i) the merger consideration and (ii) the total number of shares subject to such Company RSU.
New RSUs. If closing of the merger does not occur on or before March 31, 2023, Billtrust may grant New RSUs to executive officers and non-employee directors in the ordinary course of business (provided that any New RSUs awarded to the CEO or any direct report of the CEO or any Executive Vice President or Senior Vice President of Billtrust is subject to the consent of Parent, which consent may not be unreasonably withheld). Except for grants of New RSUs made to non-employee directors, New RSUs will not accelerate upon closing of the merger and will instead be subject to the RSU Conversion (including, with respect to executive officers, potential payment of any unpaid amount of the as-converted cash award upon termination of the executive officer’s employment without cause or for good reason with 24 months following the merger).
ESPP. Prior to the effective time of the merger, no new offering period will commence following September 28, 2022 under the ESPP. Any contributions accumulated under the ESPP pursuant to an offering period in effect as of September 28, 2022 will be used to purchase shares on the earlier to the occur of (i) the last day of the offering purchase period and (ii) ten calendar days prior to the closing of the transaction. The ESPP will terminate immediately prior to the effective time of the merger.
All cash payments in respect of any Billtrust equity award will be paid, without interest and less any applicable withholding taxes, promptly following the effective time of the merger and in no event more than five calendar days following the effective time of the merger, less applicable taxes and withholding.
50

TABLE OF CONTENTS

The following table provides a summary of the outstanding and unvested In-the-Money Options and Company RSUs that were held by Billtrust’s non-employee directors and executive officers as of October 17, 2022. No new equity awards were granted to any non-employee director or executive officer in contemplation of the merger. Non-employee directors will continue to receive grants of time-vesting restricted stock units in accordance with the Billtrust Director Compensation Policy. If the merger transaction does not close by March 31, 2023, executive officers may be granted New RSUs, subject to consent of Parent, which consent may not be unreasonably withheld.
 
Value of
Outstanding
Unvested
Company
Stock Options
($)(1)
Value of
Outstanding
Unvested
Company
RSUs
($)(2)
Total
($)
Named Executive Officers
 
 
 
Flint Lane, Chief Executive Officer
0
4,032,256
4,032,256
Mark Shifke, Chief Financial Officer
3,965,379
2,889,710
6,885,089
Steven Pinado, President
0
3,772,566
3,772,566
Joseph Eng, Chief Information Officer
4,626,316
2,147,523
6,773,839
Jeanne O’Connor, Chief Talent Officer
828,917
1,620,738
2,449,655
Other Executive Officers
 
 
 
Aimie Killeen, Chief Legal Officer
0
2,233,536
2,233,536
Non-Employee Directors
 
 
 
Robert Farrell
0
0
0
Matthew Harris
0
0
0
Clare Hart
0
0
0
Lawrence Irving
0
0
0
John Murray
0
0
0
Juli Spottiswood
0
0
0
(1)
This amount represents the aggregate value of each individual’s outstanding unvested In-the-Money Options as of October 17, 2022. The aggregate value is the product of (a) merger consideration and (b) the total number of shares subject to each individual’s outstanding unvested In-the-Money Options, less the aggregate exercise price attributable to each such Company Stock Option.
(2)
This amount represents aggregate value of each individual’s outstanding unvested Company RSUs as of October 17, 2022. The amount is equal to the product of (i) the merger consideration and (ii) the total number of shares subject to each unvested Company RSU.
Employment Agreements
Billtrust is a party to employment agreements (each, an “Employment Agreement”) with each of its executive officers. The Employment Agreements provide that each executive officer will be eligible to receive the following severance benefits upon a termination of employment by Billtrust without cause, or a resignation by the executive officer for good reason within twenty-four months following a change in control (the merger will constitute a change in control for purposes of the Employment Agreements):
a lump sum payment equal to one times (or two times for Mr. Lane and Ms. Killeen) the sum of the executive’s then-current annual base salary plus target bonus;
any earned but unpaid prior year bonus;
a pro-rata portion of his or her then-current target bonus for the year of termination;
immediate accelerated vesting of all outstanding equity awards;
a lump sum payment equal to the amount that, on an after-tax basis, equals the total cost of COBRA coverage for the executive for one year minus the premium that the executive would have paid as an active employee over a one-year period (or for Mr. Lane and Ms. Killeen, two times such COBRA payment); and
the ability to exercise any outstanding and vested stock options through the 12-month period (or for Mr. Lane and Ms. Killeen, the 24-month period) following the termination date.
51

TABLE OF CONTENTS

The payments and benefits described above are conditioned upon (i) the executive officer’s execution and nonrevocation of a release of claims in favor of Billtrust; and (ii) complying with certain restrictive covenants, including a noncompetition covenant (for two years post-employment in the case of a termination in connection with a change in control) and nonsolicitation covenant (for a period of one year post-employment).
See “Interests of Billtrust’s Directors and Executive Officers in the Merger — Golden Parachute Compensation” beginning on page [14] of this proxy statement for the estimated amounts that each of Billtrust’s named executive officers would receive under his or her Employment Agreement upon a qualifying termination of employment immediately following the effective time of the merger.
The Employment Agreements provide that in the event that any payment or benefit payable to each of the executive officers in connection with his or her separation with Billtrust would constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then the payments will be reduced to the largest amount which would result in no portion of the payments being subject to the excise tax if such reduction will provide the executive officer with the best net after-tax result (a “Section 280G cutback”). The Employment Agreements do not provide for a gross-up in the event the executive officer is subject to the “golden parachute” excise tax under Section 4999 of the Code.
Golden Parachute Compensation
In accordance with Item 402(t) of Regulation S-K under the Securities Act, the table below sets forth the compensation that is based on, or otherwise relates to, the merger that will or may become payable to each named executive officer of Billtrust in connection with the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the heading “Interests of Billtrust Directors and Executive Officers in the Merger” above, which is incorporated herein to the extent that it applies to the named executive officers.
For purposes of quantifying the potential payments and benefits described in table below, the following assumptions were used:
The effective time is March 28, 2023, which is the assumed date of the closing of the merger solely for purposes of the table below; and
The employment of each executive officer of Billtrust will have been terminated by Billtrust without “cause” or due to the executive officer’s resignation for “good reason” (as such terms are defined in their employment agreements) immediately following the assumed effective time of March 28, 2023.
The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above or in the footnotes to the table below, and do not reflect certain compensation actions that may occur prior to completion of the merger, including any equity award grants that may be made after September 28, 2022, such as New RSUs. Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the merger (i.e. without regard to whether a termination of employment occurs). In addition, the amounts shown below do not attempt to quantify any reduction that may be required as a result of a Section 280G cutback, and therefore, actual payments to the named executive officers may be less than the amounts indicated below.
Billtrust’s stockholders are being asked to approve, on a non-binding, advisory basis, the compensation that will or may be paid by Billtrust to the named executive officers, as reflected below, that is based on or otherwise relates to the merger (see the section entitled “Advisory Vote on Named Executive Officer Merger-Related Compensation Arrangements (Proposal 2)” beginning on page [89] of this proxy statement). Because the vote to approve such compensation is advisory only, it will not be binding on either Billtrust or Parent. Accordingly, if the merger is approved by Billtrust’s stockholders and the merger is completed, the compensation will be payable regardless of the outcome of the advisory vote to approve such compensation, subject only to the conditions applicable to the vote to approve the merger, which are described in the footnotes to the table and above under the section entitled “The Merger (Proposal 1) — Interests of Billtrust’s Directors and Executive Officers in the Merger” beginning on page [31] of this proxy statement.
52

TABLE OF CONTENTS

Golden Parachute Compensation Table
 
Cash
($)(1)
Equity
($)(2)
Perquisites/Benefits
($)(3)
Total
($)
Flint Lane, Chief Executive Officer
1,694,247
2,687,902
43,408
4,425,557
Mark Shifke, Chief Financial Officer
587,856
4,645,485
10,357
5,243,698
Steven Pinado, President
553,014
2,481,457
21,711
3,056,210
Joseph Eng, Chief Information Officer
517,699
4,958,391
21,726
5,497,816
Jeanne O’Connor, Chief Talent Officer
444,897
1,713,063
14,743
2,172,703
(1)
This amount represents the “double trigger” cash severance payments to which each named executive officer may become entitled under his or her employment agreement, as described in the section of this proxy statement captioned “Interests of Billtrust’s Directors and Executive Officers in the Merger – Employment Agreements”. In each case, the amount represents (i) a lump sum payment equal to one times (or two times for Mr. Lane) the sum of the executive’s current annual base salary plus target bonus and (ii) a pro-rata portion of his or her current target bonus for the year of termination. The foregoing assumes that any bonus earned in respect of calendar year 2022 (or 2023 if the closing occurs in 2024) will already have been paid prior to such termination. The individual components of this column are quantified in the table immediately below:
 
Annual Base
Salary
Times Applicable
Multiple
($)
Target Annual
Bonus
Times Applicable
Multiple
($)
Prorated Target Annual
Bonus
($)
Flint Lane
800,000
800,000
100,000
Mark Shifke
350,000
192,500
48,125
Steven Pinado
375,000
225,000
56,250
Joseph Eng
320,000
160,000
40,000
Jeanne O’Connor
275,000
137,500
34,375
(2)
These amounts represent the “single trigger” payments payable with respect to each named executive officer’s unvested In-the-Money Options and unvested Company RSUs under the merger agreement, as described in the section of this proxy statement captioned “Interests of Billtrust’s Directors and Executive Officers in the Merger – Treatment and Quantification of Equity-Based Awards.” The amount (x) with respect to unvested In-the-Money Options, is the product of (a) merger consideration and (b) the total number of shares subject to each individual’s outstanding unvested In-the-Money Options as of March 28, 2023, less the aggregate exercise price attributable to each such In-the-Money Option; and (y) with respect to unvested Company RSUs, is the product of (i) the merger consideration and (ii) the total number of shares subject to each unvested Company RSU as of March 28, 2023.
(3)
This amounts represents the “double trigger” cash payments in respect of COBRA benefits that the named executive officer may become entitled to under his or her employment agreement, as described in the section of this proxy statement captioned Interests of Billtrust’s Directors and Executive Officers in the Merger – Employment Agreements.
Rollover and Contribution Agreements
In connection with the merger, Mr. Lane and the Bain Capital Venture Entities each entered into a rollover and contribution agreement with Parent pursuant to which, among other things, such parties agree to indirectly contribute a portion of their shares of Billtrust common stock to Parent in exchange for equity interests in Bullseye Holdings, subject to the terms set forth in the applicable rollover and contribution agreement. See the section titled “The Transaction Agreements—Rollover and Contribution Agreements” beginning on page [82] of this proxy statement for more information.
Directors’ and Officers’ Indemnification and Insurance
For information regarding indemnification of Billtrust’s directors and executive officers, see the section entitled “The Merger—Directors’ and Officers’ Indemnification and Insurance” beginning on page [14] of this proxy statement.
Financing of the Merger
The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition. The total amount of funds required to complete the merger and related transactions, including payment of related fees and expenses, is anticipated to be approximately $1.7 billion. Parent intends to fund the consummation of the merger and related transactions through a combination of committed debt financing, committed equity investments and cash on the Billtrust balance sheet, as described in more detail below.
In connection with the financing of the transactions contemplated by the merger agreement, the EQT Investors have delivered the equity commitment letter to Parent, dated as of September 28, 2022, pursuant to
53

TABLE OF CONTENTS

which, upon the terms and subject to the conditions set forth therein, such funds have committed to purchase from Parent equity interests of Parent as may be required by Parent or Merger Sub to make payments due by Parent and Merger Sub under the Merger Agreement in an aggregate amount of approximately $1.24 billion in cash, in immediately available funds.
In addition, Parent has obtained debt financing commitments consisting of a $375,000,000 secured term loan facility for the transactions contemplated by the merger agreement, the aggregate proceeds of which, together with the cash on hand at Parent and the equity investment, will be used to (i) consummate the merger and the other transactions contemplated by the merger agreement, including the payment of the per share merger consideration and all related fees and expenses, and (ii) pay any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the transactions contemplated by the merger agreement. Pursuant to the debt commitment letter, the debt commitment parties have committed to provide Parent and Merger Sub, severally, but not jointly, with the debt financing in the amounts and on the terms and subject to the conditions set forth in the debt commitment letter. The obligations of the debt commitment parties to provide the debt financing under the debt commitment letter are subject to certain customary conditions.
In addition, Parent has entered into a termination equity commitment letter dated September 28, 2022 with the EQT Investors pursuant to which the EQT Investors commit to provide funds to Parent for the purpose of paying the reverse termination fee and certain of Parent’s and Merger Sub’s other obligations under the merger agreement.
For more information on Parent’s financing arrangements for the merger, see the sections entitled “The Merger—Financing of the Merger” beginning on page [5].
Regulatory Clearances and Approvals Required for the Merger
The completion of the merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, having expired or been terminated). Under the terms of the merger agreement, each of Billtrust and Parent to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement as soon as reasonably possible, including preparing and filing as promptly as practicable with any government authority or other third party all documentation to effect all necessary filings and obtaining certain specified regulatory approvals.
In particular the parties agreed that obligations of Parent include (subject to certain exceptions) (i) undertaking certain regulatory concessions (including, for example and among other things, entering into any settlement or agreement with any governmental authority in connection with the transactions contemplated by the merger agreement, the sale, divestiture or disposition of businesses, product lines or assets and terminating existing relationships or obligations), if necessary, (ii) defending any action, suit or proceeding that challenges the merger or the transaction documents and (iii) seeking to have lifted, vacated or reversed any restraint by a governmental authority with respect to the merger agreement or the transactions contemplated thereby. If requested by Parent, Billtrust and each of its subsidiaries shall agree to any such regulatory concession. However, none of Billtrust or its subsidiaries are required to agree to any regulatory concession that is not conditioned upon consummation of the merger, and nothing will require Parent to accept any regulatory concessions (including, with respect to (i) any investment fund, investment vehicle, or management or advisory entity managed by, advised by, managing, advising, or affiliated with Parent; or (ii) any portfolio company (as such term is commonly understood in the private equity industry) or other investment of any such investment fund, investment vehicle, or management or advisory entity) other than with respect to Parent and Parent’s subsidiaries (including Merger Sub, Billtrust and its subsidiaries).
On October 13, 2022, both Billtrust and Parent filed notification of the proposed merger with the United States Federal Trade Commission (“FTC”) and the Antitrust Division of the United States Department of Justice (the “Antitrust Division”) under the HSR Act.
In addition, prior to the effective time of the merger, Billtrust and Parent are required to obtain regulatory approvals from Cyprus. On October 11, 2022, Parent filed a notification of the proposed merger with the Commission for the Protection of Competition in Cyprus.
54

TABLE OF CONTENTS

See the section entitled “The Merger—Regulatory Clearances and Approvals Required for the Merger” beginning on page [68] of this proxy statement for a more detailed discussion of the parties’ obligations with respect to obtaining regulatory approvals in connection with the merger.
Material U.S. Federal Income Tax Consequences of the Merger
The exchange of Billtrust common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other non-U.S. tax laws. In general, a U.S. holder (as described in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [93] of this proxy statement) whose shares of Billtrust common stock are converted into the right to receive cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder’s adjusted tax basis in such shares. With respect to a stockholder that is a “non-U.S. holder” (as defined in the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [7] of this proxy statement), the exchange of shares of Billtrust common stock for the merger consideration pursuant to the merger generally will not result in U.S. federal income tax to such non-U.S. holder unless such non-U.S. holder has certain connections with the United States.
You should read the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [7] of this proxy statement and consult your tax advisor regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.
Delisting and Deregistration of Billtrust Common Stock
Upon completion of the merger, the Billtrust common stock currently listed on the Nasdaq will cease to be listed on the Nasdaq and will subsequently be deregistered under the Exchange Act.
Appraisal Rights
Under the DGCL, any record holder of Billtrust common stock at the close of business on the record date who does not vote in favor of the merger, and who exercises its appraisal rights and fully complies with all of the provisions of Section 262 of the DGCL (but not otherwise), will be entitled to demand and receive payment of the “fair value” as determined pursuant to Section 262 of the DGCL for all (but not less than all) of his or her shares of Billtrust common stock if the merger is completed. See the section entitled “Appraisal Rights of Stockholders” beginning on page [85] of this proxy statement. The full text of Section 262 of the DGCL is attached to this proxy statement as Annex C.
Litigation Related to the Merger
As of the date of this proxy statement, there are no pending lawsuits challenging the merger. However, potential plaintiffs may file lawsuits challenging the merger. The outcome of any future litigation is uncertain.
Such litigation, if not resolved, could prevent or delay consummation of the merger and result in substantial costs to Billtrust, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the merger is that no applicable law or order issued by a court of competent jurisdiction or other legal restraint which is then in effect renders illegal or enjoins the consummation of the merger whether on a preliminary or permanent basis. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the merger on the agreed-upon terms, then such injunction may prevent the merger from being consummated, or from being consummated within the expected time frame.
55

TABLE OF CONTENTS

THE TRANSACTION AGREEMENTS
The Merger Agreement
The following is a summary of the material terms and conditions of the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. This summary is qualified in its entirety by reference to the complete text of the Agreement and Plan of Merger, dated as of September 28, 2022, a copy of which is attached to this proxy statement as Annex A, and which is incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety because it is the legal document that governs the merger.
Explanatory Note Regarding the Merger Agreement
The following summary of the Agreement and Plan of Merger, dated as of September 28, 2022, a copy of which is attached hereto as Annex A to this proxy statement, is intended to provide information regarding the terms of the merger agreement and is not intended to modify or supplement any factual disclosures about Billtrust in its public reports filed with the SEC. In particular, the merger agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Billtrust or any of its subsidiaries or affiliates. The merger agreement contains representations and warranties by Billtrust, Parent and Merger Sub which were made only for purposes of that agreement and as of specified dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by the disclosure schedules to the merger agreement; were made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and may apply contractual standards of materiality or material adverse effect that generally differ from those applicable to investors. In addition, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Billtrust’s public disclosures.
Additional information about Billtrust may be found elsewhere in this proxy statement and Billtrust’s other public filings. See the section entitled “Where You Can Find More Information,” beginning on page [98] of this proxy statement.
Structure of the Merger
At the effective time of the merger, Merger Sub will be merged with and into Billtrust in accordance with the DGCL. As a result of the merger, the separate existence of Merger Sub will cease, and Billtrust will be the surviving corporation. At the effective time of the merger and by virtue of the merger, the certificate of incorporation of Billtrust will be amended and restated in its entirety in accordance with the merger agreement. The bylaws of Merger Sub in effect at the effective time of the merger will be the bylaws of the surviving corporation (except that references to the name of Merger Sub will be replaced by reference to the name of the surviving corporation). From and after the effective time of the merger, until successors are duly elected or appointed and qualified in accordance with applicable law, the directors of Merger Sub at the effective time of the merger will be the directors of the surviving corporation and the officers of Billtrust will be the officers of the surviving corporation.
Closing and Effective Time of the Merger
Unless another time, date or place is mutually agreed in writing by Billtrust and Parent, the closing of the merger will take place as soon as possible, but in any event no later than three business days after the date the closing conditions set forth in the merger agreement and described in the section entitled “The Merger Agreement—Conditions to Completion of the Merger” beginning on page [8] of this proxy statement (other than conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions) have been satisfied or, to the extent permissible, waived by the party or parties entitled to the benefit of such conditions. The merger will become effective at such time as the certificate of merger is duly filed with the Delaware Secretary of State or at such later time as may be specified in the certificate of merger. As of the date of this proxy statement, we expect to complete the merger in the fourth quarter of 2022 or the first quarter of 2023. However, completion of the merger is subject to the satisfaction or
56

TABLE OF CONTENTS

waiver of the conditions to the completion of the merger, which are described below, and it is possible that factors outside the control of Billtrust, Parent or Merger Sub could delay the completion of the merger, or prevent it from being completed at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.
Effect of the Merger on Billtrust Common Stock
At the effective time of the merger, each share of Billtrust common stock outstanding immediately prior to the effective time of the merger (other than the rollover shares and shares owned by Billtrust (as treasury stock), Parent or any of their respective subsidiaries, Merger Sub or any stockholder who has properly demanded appraisal rights in accordance with Delaware law, together, the “excluded shares”) will be converted into the right to receive $9.50 in cash, without interest and less any applicable withholdings taxes. As of the effective time of the merger, all such shares of Billtrust common stock will no longer be outstanding and will automatically be canceled and retired and cease to exist, and will thereafter represent only the right to receive the merger consideration to be paid in accordance with the terms of the merger agreement.
At the effective time of the merger, each share of Billtrust common stock held by Billtrust (as treasury stock) or owned by Parent or Merger Sub will be canceled without payment of any consideration. At the effective time of the merger, each share of Billtrust common stock held by any subsidiary of Billtrust or Parent (other than Merger Sub) will be converted into such number of shares of stock of the surviving corporation such that each such subsidiary owns the same percentage of the outstanding capital stock in the surviving corporation immediately following the effective time of the merger as such subsidiary owned in Billtrust immediately prior to the effective time of the merger. Each rollover share will be unaffected by the merger and will, immediately prior to the effective time of the merger, be contributed to Merger Sub (to be contributed to Parent thereafter) pursuant to the terms of the applicable rollover agreement. In addition, shares of Billtrust common stock outstanding immediately prior to effective time of the merger and held by a stockholder who has not voted in favor of the merger or consented thereto in writing and who has properly demanded appraisal for such shares in accordance with the DGCL will not be converted into the right to receive the merger consideration, unless and until such holder fails to perfect, withdraws or otherwise loses the right to appraisal. If any holder of Billtrust common stock that demands appraisal rights properly perfects such rights, such holder will be entitled to the fair value of such shares as determined by the Delaware Court of Chancery plus interest, if any, on the amount determined to be the fair value, as further described in the section entitled “Appraisal Rights of Stockholders” beginning on page [85] of this proxy statement.
Each share of common stock of Merger Sub outstanding immediately prior to the effective time of the merger will be converted into one share of common stock of the surviving corporation.
Procedures for Surrendering Shares for Payment
Prior to the effective time of the merger, Parent will appoint an exchange agent reasonably acceptable to Billtrust for the purpose of exchanging for the merger consideration certificates representing shares of Billtrust common stock or uncertificated shares of Billtrust common stock. At or prior to the effective time of the merger, Parent will make available to the exchange agent an amount in cash that, when taken together with available cash of Billtrust that Parent directs to be deposited with the exchange agent immediately following the effective time of the merger, is equal to the merger consideration to be paid in respect of the certificates representing shares of Billtrust common stock or uncertificated shares of Billtrust common stock.
As promptly as practicable after the effective time of the merger (but no later than three business days thereafter), Parent will send, or cause the exchange agent to send, to each holder of shares of Billtrust common stock at the effective time of the merger a letter of transmittal and instructions (in customary form which will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of certificates representing shares of Billtrust common stock or transfer of uncertificated shares of Billtrust common stock to the exchange agent) for use in such exchange.
Each holder of shares of Billtrust common stock that have been converted into the right to receive the merger consideration will be entitled to receive, upon (i) surrender to the exchange agent of a certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the exchange agent (or such other evidence, if any, of transfer as the exchange agent may reasonably request) in the case of a book-entry
57

TABLE OF CONTENTS

transfer of uncertificated shares, in each case (i) or (ii), the merger consideration in respect of Billtrust common stock represented by a certificate or uncertificated share (less any applicable withholding). Until so surrendered or transferred, as the case may be, each such certificate or uncertificated share will represent after the effective time of the merger for all purposes only the right to receive such merger consideration. No interest will be paid or will accrue on the cash payable upon surrender of any such shares.
If any portion of the merger consideration is to be paid to a person other than the person in whose name the surrendered certificate or the transferred uncertificated share is registered, it will be a condition to such payment that (i) either such certificate be properly endorsed or otherwise be in proper form for transfer or such uncertificated share be properly transferred and (ii) the person requesting such payment must pay to the exchange agent any transfer or other taxes required as a result of such payment or establish to the satisfaction of the exchange agent and Parent that such tax has been paid or is not payable.
After the effective time of the merger, there will be no further registration of transfers of shares of Billtrust common stock. If, after the effective time of the merger, certificates representing shares of Billtrust common stock or uncertificated shares of Billtrust common stock are presented to the surviving corporation, they will be canceled and exchanged for the merger consideration.
Any portion of the merger consideration made available to the exchange agent for payment to the stockholders that remains unclaimed by the holders of Billtrust common stock that have been converted into the right to receive merger consideration nine months after the effective time of the merger will be returned to Parent, upon demand, and any such holder who has not exchanged shares of Billtrust common stock will thereafter look only to Parent for payment of the merger consideration in respect of such shares without any interest thereon and subject to any withholding of taxes required by applicable law. Notwithstanding the foregoing, Parent will not be liable to any holder of shares of Billtrust common stock for any amount paid to any governmental authority pursuant to applicable abandoned property, escheat or similar applicable law. Any amounts remaining unclaimed by holders of Billtrust common stock that have been converted into the right to receive the merger consideration two years after the effective time of the merger (or such earlier date immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental authority) will become, to the extent permitted by applicable law, the property of Parent free and clear of any claims or interest of any person previously entitled thereto.
Withholding
Parent, Merger Sub, the surviving corporation, the exchange agent and other applicable payors are entitled to deduct and withhold from the consideration otherwise payable to any person pursuant to the merger agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of federal, state, local or non-U.S. tax law. If Billtrust, the exchange agent, the surviving corporation, Parent or Merger Sub, as the case may be, so withholds amounts and pays over such amounts to the appropriate governmental authority, such amounts will be treated for all purposes of the merger agreement as having been paid to the person to whom such amounts would otherwise have been paid.
Treatment of Billtrust Equity Awards
Upon the effective time of the merger, except as otherwise agreed to by Parent and the applicable holder thereof, with respect to each outstanding Company Stock Option, whether vested or unvested, (i) that is an Out-of-the-Money Option, such stock option will terminate and be cancelled immediately prior to the effective time of the merger, without any consideration payable in respect thereof, and will have no further force or effect and (ii) that is an In-the-Money Option, such stock option will become fully vested (to the extent unvested or to the extent such stock option would not otherwise vest) and will terminate and be cancelled immediately prior to the effective time of the merger in exchange for the right to receive an amount in cash, without interest, to be paid promptly following the effective time of the merger and in no event more than five calendar days following the effective time of the merger, determined by multiplying (A) the excess, if any, of the merger consideration over the applicable exercise price of such canceled stock option by (B) the number of shares subject to such stock option immediately prior to the effective time of the merger.
Except as otherwise agreed to by Parent and the applicable holder thereof and except as provided below with respect to New RSUs, each Company RSU will fully vest and will be canceled and converted into the right of the holder to receive an amount in cash, without interest, to be paid promptly following the effective time of
58

TABLE OF CONTENTS

the merger and in no event more than five calendar days following the effective time of the merger, equal to the product of (i) the merger consideration and (ii) the total number of shares subject to such RSU.
New RSUs (other than those granted to non-employee directors) will not accelerate upon the effective time of the merger. Instead, such awards will be converted into cash awards immediately prior to the effective time of the merger, each in an amount equal to the product of (i) the merger consideration and (ii) the total number of shares subject to the corresponding RSU, which cash awards will vest and be payable in equal monthly installments over the two-year period immediately following the closing of the transactions contemplated by the merger agreement, subject to the grantee’s continuous employment as of the applicable vesting date (provided that any unpaid amount will vest and be payable in a lump sum upon the grantee’s earlier termination of employment under circumstances that entitle the grantee to severance under Billtrust’s severance guidelines, plans and agreements (including executive employment agreements) set forth in a schedule to the merger agreement, or would have entitled the grantee to such severance had the termination occurred within the first year following the closing of the transactions contemplated by the merger agreement).
No new offering period will commence under the ESPP. Any contributions accumulated under the ESPP pursuant to the offering period in effect as of September 28, 2022 will be used to purchase shares on the earlier to the occur of (i) the last day of the offering purchase period and (ii) ten calendar days prior to the closing of the transactions contemplated by the merger agreement. The ESPP will terminate immediately prior to the effective time of the merger.
Representations and Warranties
Billtrust’s representations and warranties to Parent in the merger agreement relate to, among other things:
The organization, good standing and qualification of Billtrust and its subsidiaries;
The corporate power and authority to execute, deliver and perform the merger agreement and to consummate the transactions contemplated by the merger agreement;
Required regulatory filings and authorizations, consents or approvals of governmental entities;
The absence of certain breaches, violations, defaults or consent requirements under certain contracts, organizational documents and laws, in each case arising out of the execution, delivery and performance of, and consummation of the transactions contemplated by, the merger agreement and assuming approval of the shareholders;
The capitalization of Billtrust and its subsidiaries, including the number of outstanding shares of Billtrust common stock, Company RSUs and Company Stock Options;
The organization, good standing, qualification and corporate power and authority of each of Billtrust’s subsidiaries to carry on its business as currently conducted;
The reports, schedules, forms, statements and other documents required to be filed with the SEC and other regulatory agencies and the accuracy of the information contained in those documents;
The financial statements of Billtrust;
The disclosure documents required to be filed with the SEC in connection with the merger (including this proxy statement);
The absence of certain changes or events since June 30, 2022;
The absence of certain undisclosed liabilities;
Compliance with laws by Billtrust and its subsidiaries since January 1, 2020;
The absence of certain litigation, actions, suits, investigations or proceedings since January 1, 2020;
Real property leased by Billtrust and its subsidiaries;
Ownership of or rights with respect to the intellectual property of Billtrust and its subsidiaries;
The payment of taxes, the filing of tax returns and other tax matters related to Billtrust and its subsidiaries;
59

TABLE OF CONTENTS

Compensation and benefits plans, agreements and arrangements with or concerning employees of Billtrust and its subsidiaries;
Compliance with laws related to labor and employment by Billtrust;
Compliance with environmental laws, permits and licenses by Billtrust and its subsidiaries and other environmental matters;
Certain material contracts of Billtrust and its subsidiaries;
Brokers’ and finders’ fees and other expenses payable by Billtrust;
Receipt of the opinion of Billtrust’s financial advisor;
The applicability of, and Billtrust’s compliance with, certain state anti-takeover statutes;
The absence of undisclosed related party transactions of Billtrust and its subsidiaries;
Certain matters related to the insurance policies and arrangements of Billtrust and its subsidiaries;
Billtrust’s top customers and top suppliers;
Compliance with anti-bribery, anti-corruption and anti-money laundering laws by Billtrust and its subsidiaries;
Compliance with government sanctions and import and export control laws by Billtrust and its subsidiaries; and
The acknowledgement that there are no further representations and warranties made by or on behalf of Parent, other than in the merger agreement.
Parent’s representations and warranties to Billtrust in the merger agreement relate to, among other things:
The corporate organization, good standing and qualification of each of Parent and Merger Sub;
The corporate power and authority to execute, deliver and perform the merger agreement and to consummate the transactions contemplated by the merger agreement;
Required regulatory filings and authorizations, consents or approvals of governmental entities;
The absence of certain breaches, violations, defaults or consent requirements under certain contracts, organizational documents and laws, in each case arising out of the execution, delivery and performance of, and consummation of the transactions contemplated by, the merger agreement;
The accuracy of information supplied by Parent to be included in this proxy statement;
Brokers’ and finders’ fees and other expenses payable by Parent;
The delivery of the financing arrangements by Parent including the equity commitment letter and debt commitment letter and with such arrangements, the adequacy of funds to consummate the merger and enforceability thereof;
The solvency of the surviving corporation after the consummation of the merger;
The absence of prior operations of Parent and Merger Sub;
The delivery to Billtrust of the termination equity commitment letter and sufficiency of funds; and
The acknowledgement that there are no further representations and warranties made by or on behalf of Billtrust, other than in the merger agreement.
None of the representations and warranties in the merger agreement survive the effective time of the merger.
Definition of “Company Material Adverse Effect”
Many of Billtrust’s representations and warranties in the merger agreement are qualified by a “company material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a company material adverse effect). For purposes of the merger agreement, a “company material adverse effect” means any
60

TABLE OF CONTENTS

event, change, circumstance, effect, occurrence, condition, state of facts or development that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on (i) Billtrust’s ability to consummate the merger on the terms set forth in the merger agreement or (ii) the financial condition, business, assets or results of operations of Billtrust and its subsidiaries, taken as a whole, excluding to the extent arising or resulting from:
changes in GAAP or changes in the regulatory accounting requirements applicable to any industry in which Billtrust and its subsidiaries operate;
changes, developments or conditions after the date hereof generally in financial or securities markets or in the general economic or political conditions globally or in any jurisdiction in which Billtrust and its subsidiaries operate;
changes or conditions affecting generally the industries in which Billtrust and its subsidiaries operate or the industries in which suppliers and customers of Billtrust and its subsidiaries operate;
changes in geopolitical conditions (including the current dispute and conflict between the Russian Federation and Ukraine and any evolutions thereof and any sanctions or other applicable laws, directives, policies, guidelines or recommendations promulgated by any governmental authority in connection therewith), the outbreak or escalation of hostilities, any actual or threatened acts of war, sabotage, cyberattack or terrorism, global health conditions (including any epidemic, pandemic or disease outbreak (including SARS-CoV-2 or COVID-19, monkeypox (or similar viruses in the orthopoxvirus genus) and any evolutions or mutations thereof)), or natural disaster (including any hurricane, tornado, flood, earthquake and weather-related event);
changes in applicable law after the date of the merger agreement;
the public announcement of the merger agreement or pendency or consummation of the transactions contemplated by the merger agreement, or any facts or circumstances relating to Parent, including the impact of any of the foregoing on the relationships, contractual or otherwise, of Billtrust and its subsidiaries with third parties;
any failure of Billtrust or any of its subsidiaries to meet, with respect to any period or periods, any internal or published budgets, projections, forecasts, estimates of earnings or revenues or business plans (it being understood and agreed that any effect underlying such failure may be deemed to constitute, or be taken into account in determining whether there has been or would reasonably be expect to become, a material adverse effect unless otherwise excluded by the foregoing bullet points or the following bullet points);
any action taken (or omitted to be taken) by, or at the request of, the other parties to the merger agreement; or
any action taken or omitted to be taken by Billtrust or any of its subsidiaries that is required pursuant to the merger agreement.
Notwithstanding these exclusions, any event referred to in bullets one through five will be taken into account in determining whether a “company material adverse” effect has occurred or would reasonably be expected to occur to the extent the business of Billtrust and its subsidiaries, taken as a whole, is disproportionately affected relative to other participants in the industries in which Billtrust and its subsidiaries operate.
Certain of Parent’s representations and warranties in the merger agreement are qualified by a “parent material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct has had or would reasonably be expected to have, individually or in the aggregate, a parent material adverse effect). For purposes of the merger agreement, a “parent material adverse effect” means any event, change, circumstance, effect, occurrence, condition, state of facts or development that, individually or in the aggregate, would be reasonably expected to prevent or materially impair, interfere with, hinder or delay the consummation of, or materially adversely affect the ability of Parent or Merger Sub to consummate, the merger or the other transactions contemplated by the merger agreement or the other transactions on a timely basis.
61

TABLE OF CONTENTS

Conduct of the Business Pending the Merger
Billtrust has agreed to certain covenants in the merger agreement restricting the conduct of its business between the date of the merger agreement and the effective time of the merger. In general, except (A) with the prior written consent of Parent, (B) as required by applicable law or (C) as set forth in ‎the relevant section of the Billtrust disclosure schedules, (1) Billtrust will, and will cause each of its subsidiaries to, conduct its business in the ordinary course of business (subject to exceptions for COVID-19 related actions) and (2) Billtrust will not, nor will it permit any of its subsidiaries to:
amend, supplement or otherwise modify its certificate of incorporation, bylaws or other similar organizational documents (other than for Billtrust’s subsidiaries);
split (including reverse stock split), combine, subdivide, recapitalize, exchange or reclassify any shares of its equity interests,
declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its equity interests (including any shares of Billtrust common stock), except for dividends by any of its wholly owned subsidiaries;
redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise purchase or acquire any of Billtrust’s securities or any securities convertible or exchangeable into or exercisable for any equity interests of Billtrust, except as required by the terms of any employee plan;
issue, transfer, assign, deliver, sell, dispose, encumber, grant, confer, award or authorize the issuance, transfer, assignment, delivery, sale, disposal, encumbrance, grant, conferral or award of, Billtrust’s securities or Billtrust’s subsidiaries’ securities (except to Billtrust or any of its wholly owned subsidiaries), (i) excluding (A) the issuance of any shares pursuant to a purchase under the ESPP or upon the exercise of Company Stock Options or vesting and/or settlement of Company RSUs in accordance with the terms of the Equity Plans, (B) the issuance of a number of Company RSUs committed to be granted to certain September 2022 new hires not to exceed $347,700 in the aggregate, with the number of shares subject to each such award to be calculated based on the closing price per share of Billtrust common stock on October 1, 2022, (C) the issuance of time-vesting Company RSUs to newly hired employees and in connection with employee promotions, in each case, in the ordinary course of business, the shares underlying which cannot exceed 500,000 in the aggregate without Parent’s consent, (D) if the closing of the merger does not occur on or before March 31, 2023, annual grants of time-vesting Company RSUs under the 2020 Equity Incentive Plan to Billtrust directors, officers, employees, and individual independent contractors in the ordinary course of business; provided that any such Company RSUs awarded to the Chief Executive Officer (“CEO”) or any direct report of the CEO or any Executive Vice President or Senior Vice President of Billtrust is subject to the consent of Parent, which consent may not be unreasonably withheld and (E) the issuance of time-vesting Company RSUs to non-employee directors pursuant to Billtrust’s Director Compensation Policy, but (ii) including (x) grants or awards of Billtrust’s securities (including Company Stock Options and Company RSUs, except as set forth above) that otherwise could be made pursuant to the terms of Billtrust employee plans, or (y) amendments to any term of any of Billtrust’s security or Billtrust’s subsidiaries’ security (except for the benefit of Billtrust or any of its wholly owned subsidiaries);
acquire (i) by merger, consolidation, acquisition of stock or assets or otherwise, directly or indirectly, any businesses, other than acquisitions pursuant to existing material contracts, or (ii) any material amount of (x) assets, other than acquisitions pursuant to existing contracts, or (y) any securities or equity interests, other than acquisitions pursuant to existing material contracts, or, in each case of clauses (x) and (y), in the ordinary course of business;
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization other than for subsidiaries of Billtrust;
sell, lease, license, or otherwise transfer, or dispose of, mortgage, sell and lease back or otherwise or create or incur any lien on, any of Billtrust’s or its subsidiaries’ material assets, securities, properties, interests or businesses or other interests therein whether tangible or intangible (including securitizations) (other than intellectual property), other than (i) sales of inventory in the ordinary course
62

TABLE OF CONTENTS

of business or sales of or disposals of obsolete or worthless assets at the end of their scheduled retirement, (ii) pursuant to contracts in effect on the date hereof, (iii) permitted liens and (iv) transfers among Billtrust and its wholly owned subsidiaries, or among the wholly owned subsidiaries of Billtrust;
sell, license, sublicense, covenant not to assert, assign, transfer, abandon, allow to lapse, exclusively license, otherwise dispose of or grant any rights in any material owned intellectual property (except non-exclusive licenses of Billtrust intellectual property granted to third parties in the ordinary course of business);
make any loans, advances or capital contributions in excess of $1,000,000 on an individual basis to, or investments in, any other person, other than (i) by Billtrust (or a subsidiary of Billtrust) to a subsidiary of Billtrust or (ii) in the ordinary course of business;
create, incur, assume, suffer to exist, provide any guarantee of or otherwise become liable with respect to any, or repay, redeem, repurchase or otherwise retire any indebtedness for borrowed money or guarantees thereof (other than as required by its terms);
except as required under applicable law or pursuant to the terms of any Billtrust employee plan, (i) with respect to any service provider, grant or increase any compensation, bonus, severance, retention, change in control, termination pay, welfare or other benefits, other than increases in annual base salaries or base wage rates in the ordinary course of business for employees with an annual base salary or base wage rate of less than $200,000, (ii) hire, or terminate (other than for “cause” or performance) any service provider with an annual base salary or base compensation of more than $200,000, (iii) establish, adopt, enter into, materially amend, terminate, or take any action to accelerate rights under any Billtrust employee plan (or any plan, program, policy, agreement or arrangement that would be an employee plan if it were in existence on the date of the merger agreement) or collective bargaining agreement, provided that Billtrust may establish a cash-based transaction bonus program in an aggregate amount of up to $500,000 to promote retention and to incentivize efforts to consummate the closing, with any such amount awarded to be paid in a lump sum on the closing date, subject to the employee’s continued employment through the closing date, or paid in a lump sum upon an earlier termination of the employee’s employment by Billtrust under circumstances that would entitle the employee to severance; provided that the CEO or any director report of the CEO or any executive vice president or senior vice president of Billtrust will not receive a payment under such plan without the prior consent of Parent;
change its methods of accounting, except as required by concurrent changes in GAAP or in Regulation S-X of the 1934 Act, as agreed to by its independent public accountants;
settle or compromise (A) any action or threatened action (excluding any action or threatened action relating to taxes) involving or against Billtrust or any of its subsidiaries that results in a payment obligation (net of insurance proceeds) of Billtrust or any of its subsidiaries in excess of $1,000,000 individually or $5,000,000 in the aggregate (in each case net of amounts covered by insurance or indemnification agreements with third parties), or that imposes any material restrictions or limitations upon the operations or business of Billtrust or any of its subsidiaries after the closing or material equitable or injunctive remedies or the admission of any criminal wrongdoing (other than customary confidentiality, release and similar obligations incidental to such settlement) or (B) any action or threatened action (excluding any action or threatened action relating to taxes) that relates to the transactions contemplated by the merger agreement;
settle or compromise any material tax claim, audit or assessment, or file a claim for, or surrender any right to claim, a refund of a material amount of taxes, (ii) adopt or change (or make a request to change) any material tax accounting method or any tax accounting period, (iii) make, change or revoke any material tax election, (iv) file any material amended tax return, (v) enter into any closing agreement with any governmental authority or any tax sharing or tax allocation agreement or similar contract or arrangement with respect to any material taxes, (vi) obtain or request any tax ruling from a governmental authority, or (vii) consent to the extension (other than an automatic extension to file any tax return) or waiver of the limitations period applicable to any material tax claim or assessment;
make or commit to any capital expenditures in excess of $2,000,000 individually or $5,000,000 in the aggregate, except pursuant to Billtrust’s annual capital expenditures budget made available to Parent;
63

TABLE OF CONTENTS

abandon any material existing lines of business or enter into any material new line of business, other than any line of business that is reasonably ancillary to and a reasonably foreseeable extension of any line of business as of the date of the merger agreement;
except with respect to (A) contracts with the counterparties set forth on the relevant sections of the Billtrust disclosure schedule, (B) any leases in respect of leased real property entered into in the ordinary course of business involving annual aggregate payments of up to $5,000,000, (C) any leases in respect of personal property entered into in the ordinary course of business (provided that with respect to contracts involving annual aggregate payments of more than $5,000,000, Billtrust must obtain Parent’s prior written consent, not to be unreasonably withheld, prior to taking any action set forth in clauses (i) and (ii) below), (D) contracts of the types described in certain specified sections of the merger agreement; and (E) ordinary course customer or supplier contracts (provided that with respect to contracts that would reasonably be expected to involve payments by Billtrust of more than $2,000,000 annually or the receipt of payments by Billtrust of more than $2,000,000 annually, Billtrust must obtain Parent’s prior written consent, not to be unreasonably withheld, prior to taking any action set forth in clauses (i) and (ii) below), (i) amend or modify in any material respect or terminate (excluding terminations upon expiration of the term thereof in accordance with the terms thereof) any material contract or voluntarily waive, release or assign any material claims under any material contract or (ii) enter into any contract that would have been a material contract under the relevant section of the merger agreement had it been entered into prior to the date of the merger agreement unless it is on terms substantially consistent with, or on terms at least as favorable to Billtrust or any of its subsidiaries (and to Parent and its subsidiaries following the closing) as, a contract that it is replacing that has terminated upon expiration of the term thereof in accordance with the terms thereof; or
agree, resolve or commit to do any of the foregoing.
Board Obligation to Call a Stockholders’ Meeting
Billtrust has agreed under the merger agreement to, as soon as reasonably practicable following the date of the merger agreement, establish a record date for, and as soon as reasonably practicable following the time the SEC indicates it will not review or have any further comments with respect to the proxy statement, duly call, give notice of, convene and hold, a meeting of Billtrust’s stockholders, which will be held as promptly as reasonably practicable but in no event later than forty calendar days after the SEC indicates it will not review or have any further comments on the proxy statement. The Billtrust board of directors will (x) include its recommendation in the proxy statement and (y) unless an adverse recommendation change has occurred, use its reasonable best efforts to obtain and solicit such adoption. Notwithstanding anything in the merger agreement to the contrary, Billtrust may, following consultation with Parent and, if an adverse recommendation change has not occurred, will, at the request of Parent on no more than one occasion for a period of no more than ten business days, postpone or adjourn the stockholder meeting (i) with the written consent of Parent, (ii) to solicit additional proxies for the purpose of approving the merger, (iii) if there are not holders of a sufficient number of shares of Billtrust common stock present or represented by proxy at the stockholder meeting to constitute a quorum at the stockholder meeting or (iv) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that Billtrust has determined in good faith, after consultation with outside legal counsel, is necessary under applicable law and for such supplemental or amended disclosure to be disseminated and reviewed by the Billtrust stockholders prior to the stockholder meeting. However, Billtrust may not postpone or adjourn the stockholder meeting on more than three occasions, and no such postponement or adjournment will be for a period of more than ten business days without Parent’s prior written consent (not to be unreasonably withheld, conditioned or delayed). Billtrust will cooperate with and keep Parent informed on a reasonably current basis regarding its solicitation efforts and voting results following dissemination of the definitive proxy statement.
64

TABLE OF CONTENTS

Restrictions on Solicitation of Acquisition Proposals
Subject to certain exceptions, Billtrust has agreed that from the date of the merger agreement until the termination of the merger agreement in accordance with its terms, except as otherwise set forth below, Billtrust will not, and will cause its subsidiaries’ and Billtrust’s directors and officers not to, and instruct its and its subsidiaries’ respective representatives not to, directly or indirectly:
solicit, initiate or knowingly take any action to facilitate or encourage the submission of any “acquisition proposal” (as described below),
enter into or participate in any discussions or negotiations with, furnish any information relating to Billtrust or any of its subsidiaries or afford access to the business, properties, assets, books, records, work papers and other documents related to Billtrust or any of its subsidiaries to, otherwise cooperate in any way with, any third party that is seeking to make, or has made, an acquisition proposal in connection therewith,
make an adverse recommendation change (as described below) with regard to the merger, or
enter into any agreement in principle, letter of intent, indication of interest, term sheet, merger agreement, acquisition agreement, option agreement or other similar instrument relating to an acquisition proposal.
Billtrust also agreed in the merger agreement to (and agreed to cause its subsidiaries and direct its and their respective officers and directors and representatives to) cease immediately and cause to be terminated any and all existing activities, discussions or negotiations, if any, with any third party and its representatives with respect to any acquisition proposal. To the extent that it has not done so prior to the date of the merger agreement, Billtrust will promptly request that each third party, if any that has executed a confidentiality agreement with Billtrust within the 12-month period prior to the date of the merger agreement in connection with its consideration of any acquisition proposal return or destroy all confidential information previously furnished or made available to such third party or any of its representatives by or on behalf of Billtrust any of its subsidiaries.
Notwithstanding the restrictions described above, if at any time prior to obtaining the approval of Billtrust stockholders, the Billtrust board of directors receives an acquisition proposal which has not resulted from a breach of the restrictions set forth in the merger agreement that the Billtrust board of directors determines in good faith, after consultation with, in the case of financial matters, its financial advisor of nationally recognized reputation and outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Delaware law, then Billtrust, directly or indirectly through representatives may:
engage in negotiations or discussions with any third party and its representatives in accordance with the terms of the merger agreement that has made after the date of the merger agreement a bona fide acquisition proposal that did not result from a breach of the merger agreement if the board of directors determines in good faith, after consultation with, in the case of financial matters, its financial advisor of nationally recognized reputation, and outside legal counsel, that such acquisition proposal constitutes or would reasonably be expected to lead to a “superior proposal” (as described below);
furnish to such third party or its representatives non-public information relating to Billtrust or any of its subsidiaries pursuant to a confidentiality agreement (a copy of which will be provided for informational purposes only to Parent within twenty-four hours) with such third party with terms no less favorable to Billtrust than those contained in the confidentiality agreement (it being understood and agreed that such confidentiality agreement need not include provisions restricting any person from making, publicly or privately, an acquisition proposal, or otherwise containing any standstill or similar provision and will permit Billtrust to comply with its obligations under the merger agreement); provided that all such information (to the extent that such information has not been previously provided or made available to Parent) is provided or made available to Parent prior to or substantially concurrently with the time it is provided or made available to such third party or its representatives; and
make an adverse recommendation change following receipt of a superior proposal (that did not result from a breach of the non-solicit restriction by Billtrust) or in response to an intervening event, provided
65

TABLE OF CONTENTS

that the Billtrust board of directors may do so only if the Billtrust board of directors determines in good faith, after consultation with outside legal counsel, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Delaware law.
In addition, the Billtrust board of directors will not take any of the actions referred to above unless Billtrust delivers to Parent a prior written notice advising Parent that it intends to take such action. In addition, Billtrust will notify Parent promptly (but in no event later than twenty-four hours) after receipt by Billtrust (or any of its representatives) of any acquisition proposal, or any request for material non-public information relating to Billtrust or any of its subsidiaries or for access to the business, properties, assets, books, records, work papers or other documents relating to Billtrust or any of its subsidiaries by any third party that has indicated it may be considering making, or has made, an acquisition proposal. Such notice must be in writing and will identify the third party and the material terms and conditions of any such acquisition proposal indication or request, and will be accompanied by a copy of any material written agreements (or any material draft written agreements) delivered to Billtrust or its representatives in connection with such acquisition proposal. Billtrust will keep Parent reasonably informed, on a reasonably prompt basis, of the status of any such acquisition proposal including notifying Parent in writing within twenty-four hours after the occurrence of any material amendment or modification thereof. Billtrust must promptly (and in any event within twenty-four hours) notify Parent in writing if it determines to begin providing information or to engage in discussions or negotiations concerning an acquisition proposal.
For purposes of the merger agreement, “acquisition proposal” means, other than the transactions contemplated by the merger agreement, any offer or proposal from any third party, relating to, in a single transaction or a series of related transactions:
any acquisition or purchase, directly or indirectly, of 15% or more of the consolidated assets of Billtrust and its subsidiaries or 15% or more of any class of equity or voting securities of Billtrust or any of its subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of Billtrust and its subsidiaries;
any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any third party beneficially owning 15% or more of any class of equity or voting securities of Billtrust or any of its subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of Billtrust and its subsidiaries, or
a merger, consolidation, amalgamation, share exchange, business combination, sale of substantially all of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Billtrust or any of its subsidiaries whose assets, individually or in the aggregate, constitute 15% or more of the consolidated assets of Billtrust and its subsidiaries.
For purposes of the merger agreement, “adverse recommendation change” means for the Billtrust board of directors to (A) qualify, withdraw or modify in a manner adverse to Parent or Merger Sub the Billtrust board recommendation, (B) adopt, endorse, approve or recommend any acquisition proposal, or resolve to take any such action (C) following the date any acquisition proposal or any material modification thereto is first publicly announced, other than in the case of a tender offer or exchange offer subject to Regulation D promulgated under the 1934 Act, fail to issue a press release reaffirming the Billtrust board recommendation within the earlier of (x) ten business days after a request by Parent to do so and (y) prior to the date of the company meeting, (D) fail to recommend, in a solicitation/recommendation statement on Schedule 14D-9, against any acquisition proposal that is a tender offer or exchange offer subject to Regulation D promulgated under the 1934 Act within the earlier of (x) ten business days after the commencement of such tender offer or exchange offer and (y) prior to the date of the company meeting (as such date may be postponed or adjourned in accordance with the terms hereof) or (E) fail to include the Billtrust board recommendation in the proxy statement when disseminated to the Billtrust stockholders.
For purposes of the merger agreement, “superior proposal” means any bona fide, unsolicited acquisition proposal after the date of the merger agreement, which the Billtrust board of directors determines in good faith, after considering the advice of, in the case of financial matters, its financial advisor of nationally recognized reputation, and outside legal counsel, to be (i) more favorable to the holders of shares from a financial point of view than the merger (taking into account all of the terms and conditions, including any financing condition or the reliability of any debt or equity funding commitment, of, the identity of the third party making, the likelihood
66

TABLE OF CONTENTS

of completion of, such acquisition proposal and any break-up fees, expense reimbursement provisions and conditions to consummation and the merger agreement (including, if applicable at the time of such determination, any changes to the financial terms of the merger agreement then proposed by Parent in response to such offer or otherwise that, if accepted by Billtrust, would be binding upon Parent)), and (ii) reasonably likely to be capable of being completed, in each case taking into account all financial, legal, regulatory and other aspects of such proposal that the Billtrust board of directors (or a committee thereof) considers relevant; provided, that for the purposes of this definition of “superior proposal”, references to 15% in the definition of acquisition proposal will be deemed to be references to 50%.
Changes in Board Recommendation
Under the merger agreement, under certain circumstances and subject to certain requirements described in this section, the Billtrust board of directors is entitled to make an adverse recommendation change prior to obtaining stockholder approval, if the Billtrust board of directors determines in good faith, after consultation with its outside legal counsel and financial advisors, that an acquisition proposal constitutes a superior proposal, or in response to an intervening event, if the Billtrust board of directors determines that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law; provided that:
Billtrust notifies Parent in writing at least four business days before taking such action, that Billtrust intends to take such action, which notice specifies the reasons for the adverse recommendation change and attaches (A) in the case of an adverse recommendation change to be made in connection with a superior proposal or a termination of the merger agreement in order to accept a superior proposal, the most current version of the proposed agreement under which such superior proposal is proposed to be consummated, or (B) in the case of an adverse recommendation change to be made pursuant to an intervening event, a reasonably detailed description of the reasons for making such adverse recommendation change;
Billtrust has negotiated, and has caused its representatives to negotiate, reasonably and in good faith with Parent during such notice period any revisions to the terms of the merger agreement that Parent proposes; and
After such four business day period, (A) in the case of any adverse recommendation change to be made in connection with a superior proposal or a termination of the merger agreement in order to accept a superior proposal, such superior proposal would nevertheless continue to constitute a superior proposal (assuming such revisions proposed by Parent were to be given effect) (it being understood and agreed that any amendment to the financial terms or other material terms of such superior proposal will require a new written notification two business days prior from Billtrust); and (B) in the case of an adverse recommendation change to be made pursuant to an intervening event, such intervening event would nevertheless require such adverse recommendation change, and, in either case, the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under Delaware law.
In the event that the Billtrust board of directors is permitted to change its recommendation with respect to the merger agreement following the receipt of an acquisition proposal that it determines to be a superior proposal, Billtrust may also terminate the merger agreement to enter into a definitive written agreement for such superior proposal if concurrently with such termination, Billtrust pays to Parent the fee required to be paid to Parent as described in the section entitled “The Merger Agreement—Termination Fee Payable by Billtrust and Reverse Termination Fee Payable by Parent” beginning on page [11] of this proxy statement.
Nothing in the merger agreement prevents Billtrust or its board of directors (or any committee thereof) from complying with Rule 14e-2(a) or Rule 14d-9 under the 1934 Act with regard to an acquisition proposal so long as any action taken or statement made to comply with such rules is consistent with the non-solicitation restrictions. However, any such action or statement that relates to an acquisition proposal is deemed an adverse recommendation change under the merger agreement unless the Billtrust board of directors expressly reaffirms the recommendation of the Billtrust board in connection therewith.
For purposes of the merger agreement, “intervening event” means an effect that was not known to the board of directors prior to Billtrust’s execution and delivery hereof (or if known, the consequences of which were not known or reasonably foreseeable (or the magnitude of which was not known or reasonably foreseeable) by the board of directors as of the date of the merger agreement), which effect, or any consequence thereof (or
67

TABLE OF CONTENTS

magnitude of which), arises or becomes known to the board of directors after Billtrust’s execution and delivery hereof and before the requisite company vote is obtained. However that in no event will any of the following be an intervening event or be taken into account in determining whether an intervening event has occurred: (1) the receipt, existence or terms of an acquisition proposal; or (2) any change in the trading price or trading volume of the shares or Billtrust’s meeting or exceeding any internal or published projections, forecasts, estimates or predictions of revenues, earnings or other financial or operating metrics for any period (provided that any effect underlying such change, meeting or exceedance that is not otherwise excluded by the foregoing clause (2) may be taken into account in determining whether there has been an intervening event).
Regulatory Clearances and Approvals Required for the Merger
The completion of the merger is conditioned on, among other things, certain specified regulatory approvals having been obtained and remaining in full force and effect (or, in the case of certain specified regulatory approvals that are statutory waiting periods, having expired or been terminated). Under the terms of the merger agreement, each of Billtrust and Parent has agreed to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the transactions contemplated by the merger agreement as soon as reasonably possible, including (i) preparing and filing as promptly as practicable with any government authority or other third party all documentation to effect all necessary filings and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any governmental authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by the merger agreement. In particular, obligations of Parent under the merger agreement include taking, and causing its subsidiaries to take, all actions necessary or appropriate to avoid or eliminate each and every impediment under any applicable law or otherwise so as to enable the consummation of the transactions contemplated by the merger agreement to occur as soon as reasonably possible (and in any event prior to March 28, 2023), including:
entering into any settlement, undertaking, consent decree, stipulation or agreement with or required by any governmental authority in connection with the transactions contemplated by the merger agreement;
proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Parent, any of its subsidiaries, or those of Billtrust or any of its subsidiaries;
terminating existing relationships, contractual rights or obligations of Parent or its subsidiaries (including those of Billtrust and each of its subsidiaries);
otherwise taking or committing to take actions that after the closing would limit Parent’s or its subsidiaries’ (including Billtrust’s or its subsidiaries’) freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the businesses, product lines or assets of Parent or its subsidiaries (including Billtrust or any of its Subsidiaries);
defending any action, suit or proceeding (including by appeal if necessary) that challenges any of the transactions contemplated by the merger agreement which would otherwise prohibit, materially delay or materially impair the consummation of the transactions contemplated by the merger agreement; and
seeking to have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any governmental authority with respect to the merger agreement or the transactions contemplated thereby.
If requested by Parent, Billtrust and each of its subsidiaries shall agree to any regulatory concession. However, none of Billtrust or Billtrust’s subsidiaries shall be required to agree to any regulatory concession that is not conditioned upon consummation of the transactions contemplated by the merger agreement; provided that, notwithstanding anything contained in this merger agreement to the contrary, Parent shall not be required to accept any regulatory concessions (including, with respect to (i) any investment fund, investment vehicle, or management or advisory entity managed by, advised by, managing, advising, or affiliated with Parent; or (ii) any portfolio company (as such term is commonly understood in the private equity industry) or other investment of any such investment fund, investment vehicle, or management or advisory entity) other than with respect to Parent and Parent’s subsidiaries (including Merger Sub, Billtrust and its subsidiaries).
In addition, each of Parent and Billtrust will (and Parent will cause its affiliates to) make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated
68

TABLE OF CONTENTS

by the merger agreement as promptly as practicable after the date of the merger agreement and in any event within 10 business days of the date of the merger agreement, and make or cause to be made all necessary registrations, declarations, notices, or filings required under the antitrust laws in Cyprus as promptly as practicable. Each of Parent and Billtrust will respond as promptly as practicable to any inquiries received from any governmental authority for additional information and documentary material that may be requested pursuant to the HSR Act and to use their reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. Notwithstanding the foregoing, (I) each of Parent and Billtrust may designate any non-public information provided to any governmental entity as restricted to “outside counsel” only and any such information will not be shared with employees, officers, managers or directors or their equivalents of the other party without approval of the party providing the non-public information, and (II) materials may be withheld as necessary to address reasonable privilege, sensitive information or confidentiality concerns, or redacted to remove references concerning valuation or other competitively sensitive material.
On October 13, 2022, both Billtrust and Parent filed a notification of the proposed merger with the FTC and the Antitrust Division under the HSR Act.
On October 11, 2022, both Billtrust and Parent filed the application of the proposed merger with the Commission for the Protection of Competition in Cyprus.
Each of Parent and Billtrust will (i) promptly notify the other party of any substantive communication to that party from a governmental authority and, subject to applicable law, permit the other party to review and discuss in advance, and consider in good faith the views of the other party in connection with, any proposed written communication to any governmental authority, (ii) promptly furnish the other parties with copies of all correspondence, filings and written communications between it and its representatives, on the one hand, and such governmental authority, on the other hand, with respect to the merger agreement and the transactions contemplated by the merger agreement, (iii) not agree to participate in any substantive meeting or discussion with any governmental authority in respect of any filings, investigation or inquiry concerning any competition or antitrust matters in connection with the merger agreement or the merger and the other transactions contemplated by the merger agreement unless it consults with the other party in advance and, to the extent permitted by such governmental authority, gives the other party the opportunity to attend and participate thereat, and (iv) furnish the other party with copies of all correspondence, filings, and communications (and memoranda setting forth the substance thereof) between them and their affiliates and their respective representatives on the one hand, and any governmental authority or members or their respective staffs on the other hand, with respect to any competition or antitrust matters in connection with the merger agreement.
Parent will (i) determine the timing and strategy and be responsible for the content of any substantive oral or written communications with any applicable governmental authority, and (ii) lead all proceedings and activities, in each such case with respect to seeking actions, consents, approvals or waivers of any governmental authority under the HSR Act; provided, however, that the foregoing shall be reasonably designed to obtain all required actions, consents, approvals and waivers of all governmental authorities under the HSR Act at least 10 business days prior to the end date and Parent shall reasonably consult with Billtrust and in good faith consider its views regarding the foregoing.
Parent shall cause the sponsors and each of its affiliates to take all actions as are necessary or appropriate to file or cause to be filed all documentation, notifications, submissions or filings as described above by the dates or within the periods specified therein.
Litigation Related to the Merger
Billtrust is required to promptly advise Parent of any action commenced after the date hereof against Billtrust or any of its directors, in their capacity as such, by any stockholder of Billtrust (on their own behalf or on behalf of Billtrust) relating to the merger agreement and the transactions contemplated by the merger agreement, and shall keep Parent reasonably informed on a reasonably current basis regarding any such action. Billtrust must (a) give Parent the opportunity to participate, at Parent’s expense and subject to a customary joint defense agreement, in the defense and settlement of any stockholder litigation against Billtrust and/or its officers or directors, in their capacity as such, relating to the merger or any of the other transactions contemplated by the
69

TABLE OF CONTENTS

merger agreement, (b) provide Parent with the opportunity to consult with Billtrust regarding the defense of any such litigation, which advice Billtrust shall consider in good faith, and (c) not settle any such litigation without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned).
Employee Matters
For 12 months following the closing of the merger, Parent is required to provide, or to cause its controlled affiliates to provide (including the surviving corporation) to provide each Billtrust employee whose employment with the surviving corporation (or Parent or any of its controlled affiliates) continues after the effective time of the merger with (i) a base salary, wage or commission rate and annual cash bonus opportunities, in each case, that is at least equal to the base salary, wage or commission rate and annual cash bonus opportunities provided to such continuing employee by Billtrust and each of its subsidiaries immediately prior to the closing of the merger, (ii) health, welfare, retirement and other employee benefits (excluding (A) any defined benefit pension benefits, (B) retiree health benefits, (C) equity or equity based incentives, and (D) transaction, retention, or change in control bonuses) that are, in the aggregate, substantially comparable to the health, welfare, retirement and other employee benefits (excluding (A) any defined benefit pension benefits, (B) retiree health benefits, (C) equity or equity based incentives, and (D) transaction, retention, or change in control bonuses) provided by Billtrust and each of its subsidiaries to such continuing employee immediately prior to the closing of the merger, and (iii) severance protections and benefits that are no less favorable than those provided by Billtrust’s severance policies.
If the closing of the merger occurs prior to the date on which annual bonuses in respect of the 2022 fiscal year (“2022 Bonuses”) are normally paid, Billtrust will pay the 2022 Bonuses (and Parent will cause Billtrust to pay the 2022 Bonuses) at the same time annual bonuses would have otherwise been paid in the ordinary course of business; provided that to the extent that after the effective time of the merger but prior to the time 2022 Bonuses are paid to other continuing employees, any continuing employee’s employment is terminated by Billtrust without “cause” in a manner that entitles the continuing employee to severance benefits under Billtrust’s severance policies, Parent will pay such continuing employee their pro rata bonus amount at the time 2022 Bonuses are paid to other continuing employees.
With respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, maintained by Parent or its controlled affiliates, excluding any defined benefit or retiree health and welfare plans, in which any continuing employee is eligible to participate on or after the closing of the merger, for all purposes, including eligibility, vesting and benefit accrual purposes, such continuing employee’s service with Billtrust or any of its subsidiaries prior to the closing of the merger will be treated as service with Parent and its affiliates to the same extent as such continuing employee was entitled, before the closing of the merger, to credit for such service under any analogous employee benefit plan; provided that the foregoing will not apply to the extent that it would result in any duplication of benefits for the same period of service or such service was not credited under the corresponding employee benefit plan.
With respect to any health and welfare benefit plans (excluding any retiree health and welfare plans) plan maintained by Parent or its controlled affiliates in which any continuing employee is eligible to participate on or after the closing of the merger, Parent will, or will cause its affiliates (including the surviving corporation) to (i) waive, or cause to be waived, preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods with respect to participation by and coverage of the continuing employees to the same extent such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods and (ii) use commercially reasonable efforts to recognize, or cause to be recognized, the dollar amount of all co-payments, deductibles and similar expenses incurred by each continuing employee during the calendar year in which the closing of the merger occurs for purposes of satisfying such year’s deductible and co-payment limitations to the same extent as such continuing employee was entitled, prior to the closing of the merger, to recognition of such co-payments, deductibles and similar expenses under any health and welfare benefit plans maintained by Billtrust or any of its subsidiaries.
70

TABLE OF CONTENTS

Directors’ and Officers’ Indemnification and Insurance
For six years after the effective time of the merger, the surviving corporation will indemnify and hold harmless the present and former officers and directors of Billtrust (each, an “indemnified person”) in respect of acts or omissions occurring at or prior to the effective time of the merger to the fullest extent permitted by the DGCL or provided under Billtrust’s certificate of incorporation and bylaws in effect on the date of the merger agreement;
For six years after the effective time of the merger, Parent will cause to be maintained in effect provisions in the surviving corporation’s certificate of incorporation and bylaws (or in such documents of any successor to the business of the surviving corporation) regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of the merger agreement.
Prior to the effective time of the merger, Billtrust will or, if Billtrust is unable to, Parent will cause the surviving corporation as of the effective time of the merger to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of Billtrust’s existing directors’ and officers’ insurance policies and Billtrust’s existing fiduciary liability insurance policies (collectively, “D&O insurance”), in each case for a claims reporting or discovery period of at least six years from and after the effective time of the merger with respect to any claim related to any period of time at or prior to the effective time of the merger from an insurance carrier with the same or better credit rating as Billtrust’s current insurance carrier with respect to D&O insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Billtrust’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of Billtrust or any of its subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the effective time of the merger (including in connection with the merger agreement or the transactions or actions contemplated hereby). However, in no event will Parent or the surviving corporation be required to expend for such policy an amount in excess of 350% of the aggregate annual premium paid by Billtrust in its last full fiscal year for the D&O insurance; and provided further that if the aggregate cost of such tail policy exceeds such amount, the surviving corporation will be obligated to obtain a tail policy with the greatest coverage available, with respect to matters occurring prior to the effective time of the merger, for a cost not exceeding such amount.
If the surviving corporation or any of its successors or assigns (i) consolidates with or merges into any other person and will not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision will be made so that the successors and assigns of the surviving corporation will assume the obligations set forth in section 7.03 of the merger agreement.
The rights of each indemnified person will be in addition to any rights such person may have under the certificate of incorporation or bylaws of Billtrust or any of its subsidiaries, under the DGCL or any other applicable law or under any agreement of any indemnified person with Billtrust or any of its subsidiaries. These rights will survive consummation of the merger and are intended to benefit, and will be enforceable by, each indemnified person.
Financing of the Merger
The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition. The total amount of funds required to complete the merger and related transactions, including payment of related fees and expenses, is anticipated to be approximately $1.7 billion. Parent intends to fund the consummation of the merger and related transactions through a combination of committed debt financing, committed equity investments and cash on the Billtrust balance sheet, as described in more detail below.
In connection with financing the transactions contemplated by the merger agreement, the EQT Investors have delivered the Equity Commitment Letter to Parent, dated as of September 28, 2022, pursuant to which, upon the terms and subject to the conditions set forth therein, such funds have committed to purchase from Parent equity interests of Parent as may be required by Parent or Merger Sub to make payments due by Parent and Merger Sub under the Merger Agreement in an aggregate amount of approximately $1.24 billion in cash, in immediately available funds.
71

TABLE OF CONTENTS

In addition, Parent has obtained debt financing commitments from the debt commitment parties consisting of a $375,000,000 secured term loan facility for the transactions contemplated by the merger agreement, the aggregate proceeds of which, together with the cash on hand at Parent and the equity investment, will be used to (i) consummate the merger and the other transactions contemplated by the merger agreement, including the payment of the per share merger consideration and all related fees and expenses and (ii) pay any other amounts required to be paid by Parent or Merger Sub in connection with the consummation of the transactions contemplated by the merger agreement. The debt commitment parties have committed to provide Parent and Merger Sub, severally but not jointly, with the debt financing in the amounts and on the terms and subject to the conditions set forth in the debt commitment letter. The obligations of the debt commitment parties to provide the debt financing under the debt commitment letter are subject to certain customary conditions.
Financing Cooperation
Subject to the exceptions and limitations specified in the merger agreement, Billtrust will use its reasonable best efforts to, and will cause its subsidiaries and its and their respective representatives to use their reasonable best efforts to, provide all cooperation in connection with the arrangement of the debt financing as may be reasonably requested by Parent that is reasonably necessary and customary for financings of the type contemplated in connection with the arrangement of the debt financing contemplated by the debt commitment letter, including:
providing customary information to Parent in connection with the preparation of customary pro forma financial statements reflecting the consummation of the transactions contemplated by the merger agreement by Parent to the extent reasonably requested by Parent and available to Billtrust;
causing the taking of corporate actions reasonably requested by Parent to permit the consummation of the debt financing on the closing date;
furnishing, at least three business days prior to the closing, such documentation and information as is requested in writing by Parent at least ten business days prior to the closing to the extent required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and 31 C.F.R. §1010.230, in order to satisfy the limited conditions set forth in the debt commitment letters as in effect on the date of the merger agreement;
(x) executing and delivering any credit agreements, pledge and security documents, other definitive financing documents or other requested certificates or documents (including a solvency certificate in the form required by the debt commitment letter; provided that Billtrust will assume and be entitled to rely on the accuracy of Parent’s representations in the applicable section of the merger agreement relating to solvency and will only be required to use reasonable best efforts to deliver such certificate to the extent such representations the applicable section of the merger agreement relating to solvency are true and correct in all material respects) and (y) facilitating the obtaining of guarantees and pledging of collateral and other matters ancillary to the debt financing, as may be reasonably requested by Parent, in each case, provided that any obligations contained in such documents will be effective no earlier than as of the closing; and
furnishing Parent and the debt commitment parties with the required information, it being understood that Billtrust will not be obligated to furnish any excluded information in connection with the foregoing.
Notwithstanding the foregoing, Billtrust and its subsidiaries are not required to:
take any action in respect of the debt financing to the extent that such action would cause any condition to closing set forth in ‎the applicable section of the merger agreement to fail to be satisfied by March 28, 2023 or otherwise result in a breach of the merger agreement by Billtrust;
take any action in respect of the debt financing that would conflict with or violate Billtrust’s or of its subsidiaries’ organizational documents, to the extent such organizational documents were made available to Parent prior to the date hereof, or any applicable law, or result in the material contravention of, or material violation or breach of, or material default under, any material contract to which Billtrust or any of its subsidiaries is a party with any person that is not an affiliate to the extent such contracts were made available to Parent prior to the date hereof;
72

TABLE OF CONTENTS

take any action to the extent such action would (x) materially interfere with the business or operations of Billtrust or its subsidiaries or (y) cause significant competitive harm to Billtrust or its subsidiaries if the transactions contemplated by the merger agreement are not consummated
execute and deliver any letter, agreement, document or certificate in connection with the debt financing or take any corporation action that is not contingent on, or that would be effective prior to, the occurrence of the closing date of the merger;
pay any commitment fee or other fee or payment to obtain consent or incur any liability with respect to or cause or permit any lien to be placed on any of their respective assets in connection with the debt financing prior to the closing date of the merger;
provide access to or disclose information where Billtrust determines that such access or disclosure would reasonably be expected to jeopardize the attorney-client privilege so long as Billtrust and its subsidiaries will have used reasonable efforts to disclose such information in a way that would not waive such privilege;
subject any of Billtrust’s or its subsidiaries, respective directors, managers, officers or employees to any actual or potential personal liability;
cause the directors of Billtrust (other than directors who will continue to be directors on and after the closing date of the merger) to adopt resolutions approving the agreements, documents and instruments pursuant to which the financing is obtained;
waive or amend any terms of the merger agreement or any other material contract to which Billtrust or its subsidiaries is party with any person that is not an affiliate to the extent such contracts were made available to Parent prior to the date hereof; or
take any action that would subject it to actual or potential liability, to bear any cost or expense or to make any other payment or agree to provide any indemnity in connection with the commitment letters, the definitive documents related to the financing, the financing or any information utilized in connection therewith except such liabilities, costs, expenses, payments and indemnity expenses which (x) are subject to reimbursement and/or (y) which are contingent on the occurrence of the closing date of the merger
Parent will promptly, upon request by Billtrust, reimburse Billtrust for all reasonable and documented third-party out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by Billtrust or any of its subsidiaries in connection with the cooperation of Billtrust and its subsidiaries. Parent will indemnify and hold harmless Billtrust, its subsidiaries and their respective representatives from and against any and all losses, damages, claims or costs and reasonable and documented out-of-pocket expenses incurred in connection therewith actually suffered or incurred by any of them in connection the cooperation of Billtrust and its subsidiaries, except to the extent such losses, damages, claims, costs or expenses result from the gross negligence, bad faith or willful misconduct of Billtrust, any of its subsidiaries or their respective representatives or affiliates, and the foregoing obligations will survive termination of the merger agreement.
All material non-public information provided by Billtrust or any of its subsidiaries or any of their representatives will be kept confidential in accordance with the confidentiality agreement, except that Parent and Merger Sub will be permitted to disclose such information to the debt financing sources, other potential sources of capital, rating agencies and prospective lenders during syndication of the debt financing or any permitted replacement, amended, modified or alternative financing subject to the potential sources of capital, ratings agencies and prospective lenders and Investors entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities).
Notwithstanding anything to the contrary in the merger agreement, for all purposes of the merger agreement (including the applicable condition set forth therein as it applies to Billtrust’s obligations under the section of the merger agreement relating to financing cooperation), Billtrust’s obligations under the applicable section of the merger agreement will be deemed satisfied unless (A) Billtrust has materially breached its obligations under the
73

TABLE OF CONTENTS

applicable section of the merger agreement, (B) Parent has notified Billtrust of such material breach in writing a reasonably sufficient amount of time prior to the closing to afford Billtrust with a reasonable opportunity to cure such material breach and (C) such material breach was a proximate cause of Parent’s failure to receive any material portion of the proceeds of the debt financing.
Equity Commitment Letter
In connection with the financing of the merger, the EQT Investors have delivered the equity commitment letter to Parent, pursuant to which, on the terms and subject to the conditions set forth therein, such funds have committed to capitalize Parent at or prior to the closing of the merger in an aggregate amount of $1.24 billion in cash, in immediately available funds, solely for the purpose of permitting Parent to fund (together with the aggregate amount provided pursuant to the rollover agreements and the funds advanced by or borrowed from the lenders under the debt financing) payment of, and will in the aggregate be sufficient for Parent to pay the merger consideration and any other amounts required by the merger agreement to be paid by Parent and Merger Sub in connection with the consummation of the transactions contemplated by the merger agreement and to pay all related fees and expenses of Parent and Merger Sub.
Billtrust is a third-party beneficiary of the equity commitment letter for the purposes of specifically enforcing the EQT Investors’ obligations to fund the equity commitment amount to Parent if Billtrust is entitled to specific performance of the obligations of Parent to effect the closing in accordance with the terms and conditions of the merger agreement. The equity commitment letter may not be amended or modified except by a written instrument signed by the EQT Investors, Parent and Billtrust (but for Billtrust, only to the extent such amendment or modification would adversely affect Billtrust in its capacity as an express third-party beneficiary of the equity commitment letter).
Termination Equity Commitment Letter
Pursuant to the termination equity commitment letter, the EQT Investors commit to provide funds to Parent for purposes of paying the reverse termination fee, interest and collection costs, certain indemnification obligations of Parent with respect to the debt financing, and damages as a result of fraud by Parent prior to the termination of the merger agreement in accordance with its terms, if, when and to the extent such amounts become payable under the terms of the merger agreement (the “termination commitments”).
The termination commitments of the EQT Investors under the termination equity commitment letter are subject to an aggregate cap equal to $106,491,007.71.
Subject to specified exceptions, the termination equity commitment letter will terminate upon the earliest of:
the closing of the merger (including the payment in full of the purchase price, and related fees and expenses payable by Parent and Merger Sub under the merger agreement);
the payment of the termination commitments in full;
the valid termination of the merger agreement in accordance with its terms in any circumstance other than one in which Parent could be obligated to pay, pursuant to the merger agreement, any of the termination commitments; and
the three-month anniversary of the termination of the merger agreement in accordance with its terms, unless prior to such date (i) Billtrust made a claim in writing to Parent or Merger Sub (or to Investor, in accordance with the terms of the termination equity commitment letter) for payment of any of the termination commitments.
Other Covenants
The merger agreement contains other covenants, including those relating to access to information, notices, and employee matters.
74

TABLE OF CONTENTS

Conditions to Completion of the Merger
The obligations of Billtrust, Parent and Merger Sub to consummate the merger are subject to the satisfaction of the following conditions:
The absence of any order issued by a court of competent jurisdiction being in effect prohibiting or making illegal the consummation of the merger;
Adoption of the merger agreement by an affirmative vote of the holders of a majority of the shares of Billtrust common stock in accordance with applicable law and the organizational documents; and
Any applicable waiting period under the HSR Act relating to the transactions contemplated by the merger agreement (and any agreement not to consummate or to delay the consummation of the transaction contemplated by the merger agreement or the closing entered into in connection therewith to which Billtrust and a governmental authority are party) will have expired or been terminated and each consent, approval, waiver, clearance, authorization or permission of a governmental authority set forth in the applicable section of the Billtrust disclosure schedule will have been made, obtained or received (or, as applicable, the waiting periods with respect thereto will have expired or been terminated).
The obligations of Parent and Merger Sub to consummate the merger are also subject to the satisfaction of the following conditions:
Billtrust shall have performed in all material respects all of its obligations under the merger agreement required to be performed by it at or prior to the effective time of the merger agreement;
Certain of Billtrust’s representations and warranties relating to capitalization and Billtrust’s subsidiaries will be true and correct, subject only to de minimis inaccuracies, at and as of the effective time of the merger (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), (ii) the representations and warranties of Billtrust relating to corporate existence and power and the absence of certain changes shall be true and correct in all respects at and as of the effective time of the merger agreement, (iii) the representations and warranties of Billtrust relating to corporate authorization, finders’ fees and the opinion of Billtrust’s financial advisor set shall be true and correct in all material respects at and as of the effective time of the merger agreement (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period) and (iv) the representations and warranties of Billtrust set forth in the merger agreement (other than those referred to in the preceding clauses (i)-(iii)) shall be true and correct at and as of the effective time of the merger agreement (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure of the representations and warranties set forth in this clause (iv) to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse effect, disregarding for this purpose all “material adverse effect”, “material adverse impact”, “materiality” or other similar qualifications contained in such representations and warranties
Billtrust will have delivered to Parent a certificate signed by an executive officer of Billtrust dated as of the closing certifying that the conditions specified in the two preceding paragraphs have been satisfied; and
Since the date of the merger agreement, no company material adverse effect will have occurred and be continuing.
The obligation of Billtrust to consummate the merger is also subject to the satisfaction of the following conditions:
Parent and Merger Sub will have performed in all material respects each of their obligations under the merger agreement required to be performed by it at or prior to the effective time of the merger;
the representations and warranties of Parent set forth in the merger agreement will be true and correct at and as of the effective time of the merger agreement (except to the extent any such representation or warranty expressly relates to an earlier date or period, in which case as of such date or period), except where the failure of such representations and warranties to be so true and correct would not reasonably
75

TABLE OF CONTENTS

be expected to have, individually or in the aggregate, a Parent material adverse effect, disregarding for this purpose all “Parent material adverse effect”, “material adverse impact”, “materiality” or other similar qualifications contained in such representations and warranties; and
Parent will have delivered to Billtrust a certificate signed by an executive officer of Billtrust dated as of the closing certifying that the conditions specified in the relevant sections of the merger agreement have been satisfied.
Termination of the Merger Agreement
The merger agreement may be terminated and transactions contemplated by the merger agreement, including the merger, may be abandoned at any time prior to the effective time of the merger (notwithstanding any approval of the merger agreement by Billtrust stockholders):
by mutual written agreement of Billtrust and Parent;
by either Billtrust or Parent if:
the merger has not been consummated on or before the end date. However, if (A) on the date that is four business days prior to the end date, one or more of the applicable closing conditions of the merger agreement shall not have been satisfied, but all other conditions in the applicable section of the merger agreement shall have been satisfied (or, in the case of conditions that by their terms are to be satisfied at the closing, will be capable of being satisfied on such date) or waived, and (B) the failure of the conditions referred to in the foregoing clause (A) to be satisfied prior to such time relates to the acquisition, by merger, consolidation, acquisition of stock or assets or otherwise, directly or indirectly, of any entity or businesses that is consummated (or a definitive agreement providing for any such acquisition is entered into) after the date of the merger agreement by Parent, EQT Holdings AB, or any person to whom a sponsor is permitted to assign its obligations pursuant to the equity commitment letter, or any of their respective affiliates (including any (x) investment fund, investment vehicle, or management or advisory entity managed by, advised by, managing, advising, or affiliated with any such person; or (y) any portfolio company (as such term is commonly understood in the private equity industry) or other investment of any such investment fund, investment vehicle, or management or advisory entity), then either Billtrust or Parent may extend the deadline for consummation, on one or more occasions, by notice delivered to the other parties, to September 28, 2023; provided that the right to terminate the merger agreement will not be available to any party who is in breach of, or has breached its obligations under the merger agreement, where such breach has been the proximate cause of, or resulted in, the failure of the closing to occur on or before the applicable end date;
any governmental authority of competent jurisdiction will have issued an order that (a) prohibits or makes illegal consummation of the merger or (b) permanently enjoins Parent or Merger Sub from consummating the merger, and, with respect to any order referenced in clause ‎(a) or ‎(b), such order will have become final and nonappealable;
at the stockholder meeting (including any adjournment or postponement thereof) at which a vote on the adoption of the merger agreement was taken, the requisite company vote to consummate the merger was not obtained; or
by Parent if:
an adverse recommendation change has occurred prior to the receipt of the stockholder approval; or
Billtrust has breached any representation or warranty or failed to perform any covenant or agreement on the part of Billtrust set forth in the merger agreement that would cause the applicable closing conditions not to be satisfied and to be incapable of being satisfied by the end date and (A) Parent has provided written notice of such breach and its intention to terminate the merger agreement to Billtrust, and (B) such breach is incapable of being cured by the end date or, if capable of being cured by the end date is not cured within 30 calendar days after receipt of written notice by Billtrust from Parent stating Parent’s intention to terminate the merger agreement
76

TABLE OF CONTENTS

pursuant to the terms set forth therein; provided that, at the time of delivery of such notice or thereafter, Parent or Merger Sub will not be in breach of its or their obligations under the merger agreement so as to cause any of the applicable conditions in the merger agreement not to be capable of being satisfied;
by Billtrust if:
prior to the receipt of the stockholder approval, the Billtrust board of directors authorizes Billtrust to enter into a written agreement concerning a superior proposal, subject to compliance with the restrictions on solicitation of acquisition proposals; provided that concurrently with such termination, Billtrust pays to Parent the termination fee required to be paid to Parent as described in the section entitled “The Merger Agreement—Termination Fee Payable by Billtrust and Reverse Termination Fee Payable by Parent” beginning on page [11] of this proxy statement and enters into the alternative acquisition agreement with respect to such superior proposal;
Parent has breached any representation or warranty or failed to perform any covenant or agreement on the part of Parent set forth in the merger agreement that would cause the closing conditions not to be satisfied, and to be incapable of being satisfied by the end date, or if curable prior to the end date, Parent or Merger Sub will not have cured such breach within 30 calendar days after receipt of written notice thereof from Billtrust of such breach; provided that, at the time at which Billtrust would otherwise exercise such termination right, Billtrust will not be in material breach of its obligations under the merger agreement so as to cause any of the closing conditions not to be capable of being satisfied; or
(A) all of the conditions to Parent’s and Merger Sub’s obligations to consummate the merger have been satisfied (other than those conditions which by their terms or nature can only be satisfied at the closing, but which shall then be capable of satisfaction if the closing were to occur on such date), (B) Billtrust has given written notice to Parent, no earlier than the date on which closing should have occurred, that as of such time, based on the information then-available, it is ready, willing and able to take the actions within its control to consummate the closing (including by waiving certain of any then unsatisfied conditions) and (C) Parent has failed to consummate the closing on or prior to the date that is three business days after receipt of such irrevocable written notice.
Termination Fee Payable by Billtrust and Reverse Termination Fee Payable by Parent
Billtrust has agreed to pay Parent a termination fee of $50,245,503.85 in immediately available funds (the “termination fee”) if:
Parent terminates the merger agreement because an adverse recommendation change has occurred;