Eqt X Usd Scsp and Eqt X Eur Scsp, funds managed by EQT Partners Inc., entered into a definitive agreement to acquire BTRS Holdings Inc. (NasdaqGS:BTRS) ("Billtrust") from a group of shareholders for $1.6 billion on September 28, 2022. Under the terms of the agreement, Billtrust shareholders will receive $9.5 per share in cash upon the closing of the transaction. Sixth Street Partners, LLC, Owl Rock Capital Advisors LLC and Monroe Capital Management Advisors, LLC have agreed to provide debt financing for the transaction. The transaction would be funded through a combination of committed debt financing, committed equity investments and cash on the Billtrust balance sheet. EQT has obtained debt financing commitments consisting of a $375 million secured term loan facility for the transaction, the aggregate proceeds of which, together with the cash on hand at Parent and the equity investment, will be used to finance the transaction. EQT Investors have delivered an equity commitment letter, pursuant to which, upon the terms and subject to the conditions, such funds have committed to capitalize EQT Partners at or prior to the closing of the merger in an aggregate amount of $1.24 billion in cash, in immediately available funds. Upon completion of the transaction, Billtrust's shares will no longer trade on the NASDAQ, and Billtrust will become a private company. In case of termination of the transaction under certain circumstances, Billtrust will pay a termination fee of $50.2 million. EQT required to pay a termination fee of $100.5 million as termination fee in case of termination of the transaction.

The transaction is subject to customary closing conditions, including approval by Billtrust shareholders, receipt of applicable regulatory approval and the expiration or termination of any waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The transaction was approved by the Billtrust and EQT Boards of Directors. Shareholders of Billtrust will hold a special meeting on December 13, 2022 to approve the transaction. As on December 13, 2022, the transaction has been approved by shareholders of BTRS Holdings Inc. The transaction is expected to close in the first quarter of 2023. As of November 7, 2022, the transaction is expected to close in the fourth quarter of 2022 or first quarter of 2023. The transaction is expected to close on December 16, 2022.

Sullivan & Cromwell LLP represents J.P. Morgan Securities LLC is serving as exclusive financial advisor and fairness opinion provider to Billtrust. Billtrust has agreed to pay J.P. Morgan a fee of approximately $23.1 million, of which $4 million became payable upon the delivery of the opinion and the remainder will be payable upon the consummation of the merger. Nicole Brookshire, Marc O. Williams, Evan Rosen, Veronica M. Wissel, Kevin A. Brown, Ronan P. Harty, Kara L. Mungovan and Pritesh P. Shah of Davis Polk & Wardwell LLP are acting as legal counsel to Billtrust. Evercore is serving as financial advisor to EQT, and Douglas P. Warner, Frederick S. Green, Rebecca Sivitz, Robert A. Rizzo, Raymond O. Gietz, Ade Heyliger, Manuel-Peter Fringer, Hayden Guthrie, Barrett Schitka, Jonathan J. Macke, Michael Nissan, Jennifer Haydel Britz, Adé Heyliger, Dennis F. Adams III, Olivia J. Greer, Paul J. Overmyer, Timothy C. Welch and Vadim M. Brusser of Weil, Gotshal & Manges LLP are acting as legal counsel to EQT. Georgeson LLC is acting as proxy solicitation agent for BTRS Holdings for a fee of $18,000. Steve Cohen of Morgan, Lewis & Bockius LLP acted as legal advisor to Flint Lane.

Eqt X Usd Scsp and Eqt X Eur Scsp, funds managed by EQT Partners Inc., completed the acquisition of BTRS Holdings Inc. (NasdaqGS:BTRS) ("Billtrust") from a group of shareholders on December 16, 2022. With the completion of the acquisition, Billtrust's common stock has ceased trading and will no longer be listed on the Nasdaq.