June 8, 2020
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
| Re: | Bill.com Holdings, Inc. |
Registration Statement on Form S-1
File No. 333-239015
Acceleration Request
Requested Date: June 10, 2020
Requested Time: 5:00 p.m., Eastern Time
Ladies and Gentlemen:
Pursuant to Rule 460 under the Securities Act of 1933, as amended (the “Securities Act”), we, the representatives of the underwriters (the “Representatives”), wish to advise you that as of the time of this filing, the underwriters have not yet made any distribution of the Preliminary Prospectus of Bill.com Holdings, Inc., a Delaware corporation (the “Registrant”), dated June 8, 2020. However, the underwriters are taking steps to see that all underwriters, brokers or dealers participating in the public offering of shares of the Registrant’s common stock pursuant to the above-captioned Registration Statement, as amended, are promptly furnished with sufficient copies of the preliminary and final prospectus to enable them to comply with the prospectus delivery requirements of Sections 5(b)(1) and (2) of the Securities Act.
We, the undersigned Representatives, have and will, and have been informed by the participating underwriters that they have and will, comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the proposed offering.
In accordance with Rule 461 of the Securities Act, we hereby join in the request of the Registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 5:00 p.m. Eastern Time on June 10, 2020, or as soon thereafter as practicable. We, the undersigned Representatives, confirm that the underwriters are aware of their obligations under the Securities Act.
[Signature Page Follows]
| Very truly yours, | ||
| Goldman Sachs & Co. LLC BofA Securities, Inc. Jefferies LLC KeyBanc Capital Markets Inc. | ||
| As representatives of the several underwriters listed in Schedule I to the Underwriting Agreement | ||
| Goldman Sachs & Co. LLC | ||
| By: | /s/ William D Connolly III | |
| Name: | William D Connolly III | |
| Title: | Managing Director | |
| BofA Securities, Inc. | ||
| By: | /s/ Steve Pettigrew | |
| Name: | Steve Pettigrew | |
| Title: | Managing Director | |
| Jefferies LLC | ||
| By: | /s/ Cully Davis | |
| Name: | Cully Davis | |
| Title: | Vice Chairman | |
| KeyBanc Capital Markets Inc. | ||
| By: | /s/ Adam Noily | |
| Name: | Adam Noily | |
| Title: | Director, Investment Banking | |
| cc: | René Lacerte, President and Chief Executive Officer |
John Rettig, Chief Financial Officer and Executive Vice President
Raj Aji, Esq., General Counsel, Chief Compliance Officer and Corporate Secretary
Bill.com Holdings, Inc.
James D. Evans, Esq.
Mark C. Stevens, Esq.
Dawn H. Belt, Esq.
Nicolas H. R. Dumont, Esq.
Fenwick & West LLP
Raj S. Judge, Esq.
Andrew D. Hoffman, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.