Transaction Valuation(1)
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Amount of Filing Fee(2)
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$24,870,407.08
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$2,305.49
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(2) |
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Amount Previously Paid: $2,305.49
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Form or Registration No.: Form S-4 (File No. 333-261166)
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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Item 11. |
Additional Information.
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Item 12. |
Exhibits.
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Exhibit No.
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Description
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Prospectus/Offer to Exchange (incorporated by reference to the Prospectus/Offer to Exchange filed pursuant to Rule 424(b)(3) by the Company with the SEC on December 16, 2021).
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Form of Letter of Transmittal (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-4 filed by the Company with the SEC on November 18, 2021).
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Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-4 filed by the Company with the SEC on November 18, 2021).
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-4 filed by the Company with the SEC on
November 18, 2021).
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Form of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit 99.4 to the Registration Statement on Form S-4 filed by the Company with
the SEC on November 18, 2021).
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(a)(2)
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Not applicable.
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(a)(3)
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Not applicable.
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Prospectus/Offer to Exchange (incorporated by reference to Exhibit (a)(1)(A)).
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Press Release, dated November 18, 2021 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on November 18, 2021).
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Press Release, dated December 17, 2021 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company on December 17, 2021).
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(b)
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Not applicable.
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Business Combination Agreement, dated as of October 18, 2020, by and among South Mountain Merger Corp., BT Merger Sub I, Inc., BT Merger Sub II, LLC and Factor Systems, Inc. (d/b/a Billtrust) (incorporated by
reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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Amendment to Business Combination Agreement, dated as of December 13, 2020, by and among South Mountain Merger Corp., BT Merger Sub I, Inc., BT Merger Sub II, LLC and Factor Systems, Inc. (d/b/a Billtrust)
(incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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Second Amended and Restated Certificate of Incorporation of the Company, dated January 12, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company on January 14,
2021).
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Amended and Restated Bylaws of the Company dated January 12, 2021 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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Form of Warrant Certificate of the Company (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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Warrant Agreement dated June 19, 2019, by and between South Mountain Merger Corp. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 to the Current
Report on Form 8-K filed by the Company on June 25, 2019).
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Employment Agreement between Factor Systems, Inc. (d/b/a Billtrust) and Flint A. Lane dated August 1, 2014, as amended by First Amendment to Employment Agreement dated May 18, 2017 and Second Amendment to Employment Agreement dated October
14, 2020 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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Employment Agreement between Factor Systems, Inc. (d/b/a Billtrust) and Steven Pinado dated March 28, 2018, as amended by First Amendment to Employment Agreement dated October 14, 2020 (incorporated by reference to Exhibit 10.8 to the
Current Report on Form 8-K filed by the Company on January 14, 2021).
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Employment Agreement between Factor Systems, Inc. (d/b/a Billtrust) and Mark Shifke dated March 10, 2020 (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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Employment Agreement between Factor Systems, Inc. (d/b/a Billtrust) and Joe Eng dated February 24, 2020 (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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BTRS Holdings Inc. 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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BTRS Holdings Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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Form of Subscription Agreement, dated as of October 18, 2020, by and between the Company and the investors party thereto (incorporated by reference to Exhibit 10.1 filed to the Current Report on Form 8-K filed by the Company on January 14,
2021).
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Form of Indemnification Agreement by and between the Company and its directors and officers (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Company on January 14, 2021).
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Amended and Restated Registration Rights Agreement, dated October 18, 2020, by and among the Company and certain stockholders of the Company (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by the Company
on January 14, 2021).
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Form of Dealer Manager Agreement (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-4 filed by the Company with the SEC on November 18, 2021).
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Form of Tender and Support Agreement, dated November 17, 2021 by and between the Company and Supporting Stockholders (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-4 filed by the Company with the SEC on
November 18, 2021).
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Amendment No. 1 to Warrant Agreement, dated December 17, 2021, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Company
with the SEC on December 17, 2021).
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(g)
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Not applicable.
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Tax Opinion of Cooley LLP (incorporated by reference to Exhibit 8.1 to the Registration Statement on Form S-4 filed by the Company with the SEC on November 18, 2021).
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Dated: December 17, 2021
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BTRS HOLDINGS INC.
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By:
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/s/ Mark Shifke
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Mark Shifke
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Chief Financial Officer
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