BILL Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$BILL
EDP Services
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 23, 2025
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(Exact name of Registrant as Specified in Its Charter)
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Item 1.01 Entry Into a Material Definitive Agreement.
On May 23, 2025, Odin Financing, LLC (“Odin Financing”), a wholly-owned subsidiary of BILL Holdings, Inc. (the “Company”), entered into a Revolving Credit and Security Agreement (the “2025 Credit Facility”) with JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent, and the lenders party thereto. The 2025 Credit Facility will provide for up to $300.0 million in revolving loans to be used by Odin Financing to purchase BILL Divvy Corporate Card receivables. The 2025 Credit Facility will mature on November 23, 2027.
In connection with the 2025 Credit Facility, the Company entered into a limited guaranty and indemnity agreement with JPMorgan, whereunder the Company provided a limited guaranty with respect to the obligations of Odin Financing under the 2025 Credit Facility, and Odin Financing entered into a Security Agreement with JPMorgan, pursuant to which obligations under the 2025 Credit Facility are secured by BILL Divvy Corporate Card receivables and certain related collateral.
Loans under the 2025 Credit Facility bear interest at a rate per annum determined by reference to the applicable one-month secured overnight financing rate or a base rate, plus an applicable margin of 1.80%. The 2025 Credit Facility contains customary representations, warranties and ongoing affirmative and negative covenants applicable to Odin Financing. The negative covenants include, among other things, limitations on certain indebtedness, liens, investments, transactions with affiliates, and dividends and other restricted payments.
The 2025 Credit Facility also contains customary events of default, which include, among other things, non-payment of principal, interest, fees and other amounts, material breach of a representation or warranty, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency, material undischarged judgments, and certain changes of control.
The foregoing description of the 2025 Credit Facility does not purport to be complete and is qualified in its entirety by reference of the complete text thereof, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BILL HOLDINGS, INC. | |||||||||||
| Date: | May 27, 2025 | By: | /s/ John Rettig | ||||||||
John Rettig President and Chief Financial Officer | |||||||||||