New York fintech MoneyLion to acquire Even Financial for up to $440M

Digital financial platform MoneyLion Inc. agreed to acquire embedded finance marketplace Even Financial Inc. for total consideration of up to $440 million.

The consideration uses a convertible financing structure that values MoneyLion at its initial public listing price of $10 per share.

The total amount comprises a $360 million up-front payment, which is composed of $15 million in cash and $345 million in preferred shares that are convertible into 34.5 million MoneyLion common shares at $10 per share; a potential earnout of up to $80 million, depending on certain revenue targets, payable up to 8 million in preferred shares valued at $10 per share; and unconverted preferred shares that carry a 3% annual dividend, payable in common equity or cash, at MoneyLion's discretion.

Even Financial's investors include The Goldman Sachs Group Inc., American Express Ventures, Social Finance Inc., F Prime Inc., MassMutual Ventures LLC, LendingClub Corp., Canaan Partners and GreatPoint Ventures, according to a news release. The company's network includes over 400 financial institution partners and 500 channel partners, covering a breadth of financial services including loans, credit cards, mortgages, savings and insurance products.

The transaction is expected to be accretive to MoneyLion's earnings, with Even Financial seen to add $90 million of revenue and positive EBITDA in 2022, excluding synergies, the news release added.

Even Financial will continue to operate as an independent subsidiary of MoneyLion, led by Even Financial's current management team. Founder and CEO Phillip Rosen will continue as CEO of Even Financial and will join MoneyLion's executive committee.

The transaction is expected to close in the first quarter of 2022.

Even Financial employees will be subject to a lockup of 12 months following the closing of the transaction, and all other shareholders of the company will be subject to a lockup until March 22, 2022.

Evercore is serving as financial adviser, and Davis Polk & Wardwell is serving as legal adviser, to MoneyLion. Broadhaven is serving as financial adviser, and Goodwin Procter is serving as legal adviser, to Even Financial.