Digital asset marketplace startup Bakkt Holdings LLC is set to become a publicly traded company by merging with blank-check firm VPC Impact Acquisition Holdings.
The deal will form a company with an enterprise value of about $2.1 billion. Bakkt investors will roll their equity into the combined company, with Intercontinental Exchange Inc., which launched Bakkt in 2018, infusing $50 million more in capital.
The combined entity will be named Bakkt Holdings Inc. and listed on the New York Stock Exchange.
Gavin Michael, former head of technology at Citigroup Inc.'s Global Consumer Bank, joins Bakkt as CEO, effective Jan. 11. Bakkt's interim CEO, David Clifton, will join the combined company's board at the deal's closing, which is expected to occur in the second quarter.
Bakkt is a digital asset management platform and marketplace that works with commercial clients to allow customers to transact in cryptocurrencies. It currently supports 30 loyalty programs and 200 gift card merchants, and it is integrated as a payment method on the Starbucks app. Bakkt plans to launch a full consumer-facing app in March.
The merger is expected to result in over $500 million of cash on the combined company's balance sheet. This reflects a contribution of up to $207 million of cash held in VPC Impact Acquisition Holdings' trust account and a $325 million concurrent private placement of class A common stock of the combined company, priced at $10.00 per share.
Assuming no shareholders of VPC Impact Acquisition Holdings exercise their redemption rights, current Bakkt equity holders will own about 78% of the combined company. VIH public shareholders will own about 8%; VPC, 2%; and private placement investors, including ICE, will own about 12% of the combined company at closing.
After the deal closes, ICE is expected to have a 65% economic interest and a minority voting interest in the company, according to an ICE press release.
PJ Solomon is serving as financial adviser, and Shearman & Sterling as legal adviser, to Bakkt. Jefferies and Citigroup are serving as financial and capital markets advisers to VPC Impact Acquisition Holdings and co-placement agents on the private placement investors. Jefferies is the lead capital markets adviser, and White & Case LLP as legal adviser, to VPC Impact Acquisition Holdings.