VPC Impact Acquisition Holdings II
LIQUIDATION – 3/3/23 – LINK
- The Company anticipates that the last day of trading in the Class A ordinary shares will be March 9, 2023.
- The per-share redemption price will be approximately $10.21
The below-announced combination was terminated on 3/14/22. It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.
PROPOSED BUSINESS COMBINATION: Kredivo [TERMINATED on 3/14/22 – LINK]
ENTERPRISE VALUE: $2.019 billion
ANTICIPATED SYMBOL: TBD
VPC Impact Acquisition Holdings II proposes to combine with Kredivo, the leading AI-enabled digital consumer credit platform in Southeast Asia.
Kredivo provides customers instant credit financing for e-commerce and offline purchases, as well as personal loans, based on proprietary, AI-enabled real-time decisioning. With nearly 4 million approved customers today and a presence across eight of the top 10 e-commerce merchants in Indonesia, it is the largest and fastest growing buy now, pay later (BNPL) platform in Indonesia today, with plans to expand into regional markets such as Vietnam and Thailand in the near future. Kredivo serves a target segment that comprises the rapidly growing middle class of Indonesia, with interest rates that are amongst the lowest in the country, and an application and approval process that takes as little as two minutes.
Kredivo has a track record of being a superior solution for online and offline merchants. With less than 10% of the middle class in Indonesia in possession of a credit card, merchants partner with Kredivo to help increase customer spend. Surveyed merchants that partner with Kredivo experience more than double the average basket size, up to three times more frequent transactions, and over 50% of these merchants say Kredivo helps increase cart conversion rate during checkout.
Kredivo Highlights
- Operates within a fast-growing e-commerce market (over 20% per annum) with the potential for $145B NMV by 2025
- Accelerating growth momentum with total user base doubling in the last 10 months and annualized revenue doubling in the last seven months
- Market leader with at least 50% BNPL wallet share across most of the major Indonesian e-commerce merchants
- Average customer transacts 25x per year on the platform, a far higher engagement rate than global peers
- Globally proven open-loop payments model with attractive unit economics
- Deep regulatory moat with licenses in core and expansion markets
- Proprietary AI-enabled risk models and collections processes delivering risk metrics in line with banks’, and the ability to scale risk models in other similarly credit deficient regional markets
- Brings demonstrable value and has a track record of being a superior solution for online merchants with 100% digital UX and automation
- Durable growth vectors with a clear pathway to synergistic expansion opportunities
TRANSACTION
- Upon completion of the transaction, the combined company is expected to have a pro forma equity value of approximately $2.5 billion, assuming no redemptions.
- It is expected to result in over $430 million of cash on the combined company’s balance sheet, reflecting a contribution of up to $256 million of cash held in VPCB’s trust account (assuming none of VPCB’s stockholders redeem their shares)
- A $120 million concurrent private placement (PIPE) led by Marshall Wace, Corbin Capital, SV Investment, Palantir Technologies, Maso Capital, and sponsor VPC, with a concurrent equity commitment of $55 million from existing FinAccel investors NAVER (through NAVER Financial) and Square Peg.
PIPE
- A $120 million concurrent private placement (PIPE) led by Marshall Wace, Corbin Capital, SV Investment, Palantir Technologies, Maso Capital, and sponsor VPC, with a concurrent equity commitment of $55 million from existing FinAccel investors NAVER (through NAVER Financial) and Square Peg.
EARNOUT
- Subject to potential forfeiture, on a pro rata basis, 1,918,385 shares of Holdco Class A Ordinary Shares in accordance with the terms of the Business Combination Agreement
- 100% of the Founder Holder Earnout Shares will be forfeited in the event that the Holdco Class A Ordinary Shares do not achieve a trading price of at least $12.50 per share
- 50% of Sponsor Earnout Shares will be forfeited in the event that the Holdco Class A Ordinary Shares does not achieve a trading price of at least $15.00 per share prior to the fifth (5th) anniversary of the Closing
NOTABLE CONDITIONS TO CLOSING
- The obligations of the Target Company, Holdco and Merger Sub to consummate the Transactions are subject to the following conditions:
- (i) the accuracy of certain representations and warranties of VIH subject to certain materiality qualifiers, and the performance by VIH of its agreements and covenants in the Business Combination Agreement in all material respects
- (ii) no material adverse effect on VIH
- (iii) the transactions contemplated by the PIPE Financing shall have been consummated and the gross cash proceeds from the PIPE Financing shall be equal to or greater than $120,000,000
- (iv) VIH having at least $310,000,000 in available cash (edited 9/29/21) – LINK
NOTBALE CONDITIONS TO TERMINATION
- August 2, 2022 (the “Outside Date”)
ADVISORS
- Goldman Sachs (Singapore) Pte. is serving as financial advisor to Kredivo.
- Cooley LLP is serving as legal advisor to Kredivo.
- Citigroup is serving as capital markets advisor to VPCB
- Citigroup, Jefferies, and Goldman Sachs (Singapore) Pte. are serving as co-placement agents on the PIPE.
- White & Case LLP is serving as legal advisor to VPCB.
MANAGEMENT & BOARD
Executive Officers
Brendan Carroll, 43
Director and Co-Chief Executive Officer
Brendan Carroll is a Senior Partner at VPC, which he co-founded in 2007. He is responsible for strategic initiatives and firm operations in addition to sourcing, evaluating and executing investment opportunities. Mr. Carroll also oversees marketing, fundraising, business development and investor relations for the firm. He is a member of the firm’s Senior Leadership Team and Investment Committee. Mr. Carroll serves as member of the board of directors of VPC portfolio company, johnnie-O. Previously, as a member of the Solutions Group at Magnetar Capital, Mr. Carroll specialized in direct financings to lower middle market companies. He has held various investment banking positions at William Blair and Robertson Stephens, specializing in corporate finance and mergers and acquisitions. Mr. Carroll has also worked in various capacities for former U.S. Senator Joseph Lieberman (I- CT). Mr. Carroll received a B.A. with honors in government from Georgetown University and an MBA from Harvard Business School. He speaks frequently on debt and private equity investing issues and has served as a guest lecturer and panelist at the University of Chicago’s Booth Global School of Business, Northwestern University’s Kellogg School of Management and Harvard Business School. Mr. Carroll is a member of the Finance Council of the Archdiocese of Chicago and Loyola Press and previously served on the Board of Regents at Georgetown University. He is also a director on the board of the Ann & Robert H. Lurie Children’s Hospital of Chicago and is also a member of the board’s Finance Committee.
Gordon Watson, 42
Co-Chief Executive Officer
Gordon Watson joined VPC in 2014 and is currently a Partner. Gordon is a member of VPC’s investment committee and helps lead our Fintech investing team. Gordon is the Investment Manager for VPC Specialty Lending Investments PLC (LSE: VSL), a VPC managed UK publicly listed investment trust focused on opportunities in the Fintech market. Gordon is also the president and chief operating officer of VPC Impact Acquisition Holdings, and serves on the board of directors of VPC Impact Acquisition Holdings. Previously, Gordon was a portfolio manager focused on distressed debt at GLG Partners, a London-based $31 billion multi-strategy hedge fund that concentrates on a diverse range of alternative investments. He joined GLG when it purchased Ore Hill Partners, a credit focused hedge fund where Gordon was a partner.
Carly Altieri, 32
Chief Financial Officer
Carly Altieri joined VPC in 2018 and currently is a Fund Controller. Carly oversees VPC’s fund accounting team in the execution of accounting, finance, tax, audit, reporting and treasury related activities for the VPC funds. Ms. Altieri joined VPC from Northern Trust Hedge Fund Services, where she was a Vice President responsible for the fund accounting team supporting hedge fund clients. Prior to Northern Trust, she was an officer at JPMorgan Chase, where she worked in Private Equity and Real Estate Services. Ms. Altieri started her career in audit at KPMG LLP, specializing in the financial services industry. Ms. Altieri received a B.S. in accountancy and finance from Marquette University. She is a Certified Public Accountant (inactive).
Board of Directors
John Martin, 60
Chairman and Director
Mr. Martin maintains over thirty years of investment experience and is a Senior Partner at VPC. Martin served as managing partner and co-CEO of Antares Capital, LP, a private debt credit manager, until May 2019. He was a founding partner of the original Antares Capital in 1996, a startup business that provided acquisition financing capital to the portfolio companies of private equity firms across North America. Over the course of nine years, Antares grew to become one of the largest providers of acquisition capital to private equity sponsors in the middle market. Following the firm’s acquisition by GE Capital in 2005, Martin became President and CEO of the newly branded GE Antares Capital and helped to direct the strategic vision of the business. In addition, he presided over numerous acquisitions and divestitures, including the sale of the firm to The Canada Pension Plan Investment Board (“CPPIB”) for $12 billion in August 2015. Subsequently, Antares went on to raise more than $6.5 billion in the CLO market from a global investor base comprised of banks, pension funds, insurance companies and asset managers. Mr. Martin is currently the chairman and chief executive officer of VPC Impact Acquisition Holdings, and serves on the board of directors of VPC Impact Acquisition Holdings. Following the acquisition by CPPIB, Martin sat on the Antares Investment Committee throughout his tenure at the company and was a member of the board of directors. At the time of his retirement, the firm’s assets under management totaled more than $24 billion.
Adrienne Harris, 39 [Resigned 9/7/21]
Director
Ms. Harris is currently a Professor of the Practice and a Gates Foundation Senior Research Fellow with the Center for Finance, Law and Policy at the University of Michigan. Ms. Harris advises fintech companies, incumbent financial institutions and large venture capital firms, and currently serves on the Board of Directors of Financial Health Network, Beneficial State Bank, Homie, Inc., and VPC Impact Acquisition Holdings. From 2017 to 2019, Ms. Harris served as Chief Business Officer and General Counsel at States Title, Inc., where she currently serves as Advisor. From 2015 to 2017, Ms. Harris served as Special Assistant to the President for Economic Policy at the National Economic Council, where she spearheaded the development of the administration’s fintech strategy, chairing both the Interagency Fintech Working Group and the Administration’s Distributed Ledger Technology Task Force. From 2013 to 2015, Ms. Harris served as Senior Advisor to the Deputy Secretary at the U.S. Department of the Treasury. From 2008 to 2013, Ms. Harris was an Associate at Sullivan & Cromwell LLP. Ms. Harris received an M.B.A. from NYU Stern School of Business, a J.D. from Columbia University Law School, where she was a member of the Columbia Law Review, and a B.A. from Georgetown University, where she was a John Carrol Scholar and graduated with honors.
Kai Schmitz, 52
Director
Mr. Schmitz is currently a Partner at Amadeus Capital, where he focuses on growth stage investments in Emerging Markets, secondaries and Fintech investments. Mr. Schmitz currently serves on the Board of Directors of Koin (online point of sale financing), Minka (financial services cloud), Movii (digital bank), and RS2 (SaaS payment platform) and VPC Impact Acquisition Holdings (special purpose acquisition company). From 2012 to 2019, Mr. Schmitz was Investment Lead Fintech and Regional Head Latin America at IFC, the World Bank’s private sector investment bank, where he was instrumental in building the Fintech portfolio to $600 million. From 2010 to 2012, Mr. Schmitz was a Senior Advisor at the World Bank’s Payment Systems Development Group, where he advised Central Banks and other government agencies on payment market infrastructure and regulation. Previously, Mr. Schmitz co-founded two companies, a remittance company in London and a financial services business with operations in the U.S. and Latin America. Mr. Schmitz has also worked at law firms in Hamburg and London. Mr. Schmitz received a J.D. equivalent from University of Hamburg and an MBA from Henley Management College in the UK.
Senator Joseph Lieberman, 78
Director
Senator Lieberman has served as Senior Counsel at Kasowitz, Benson & Torres LLP since 2013. Prior to joining Kasowitz, Senator Lieberman, the Democratic Vice Presidential nominee in 2000, served 24 years in the U.S. Senate, retiring in January 2013 following the end of his fourth term. During his tenure with the U.S. Senate, Senator Lieberman served as the Chairman of the Committee on Homeland Security and Governmental Affairs and helped shape legislation for homeland security, foreign policy, fiscal policy, environmental protection, human rights, health care, trade, energy, cyber security and taxes. Prior to being elected to the U.S. Senate, Senator Lieberman served as the Attorney General of the State of Connecticut from 1983 until 1988. From 1970 until 1980, Senator Lieberman also served in the Connecticut State Senate, including three terms as majority leader. Senator Lieberman currently serves on the board of directors of Park Hotels and Resorts Inc. (NASDAQ: PK). Senator Lieberman currently serves on the board of directors of L&F Acquisition Corp. (NYSE: LNFA) (“L&F”). Senator Lieberman received his Bachelor of Arts degree in Political Science and Economics and his Juris Doctorate degree from Yale University.
Albert Periu, 42 [Appointed 8/4/22]
Director
Mr. Periu, age 42, has served as Chief Executive Officer of Zilch USA Inc. (“Zilch”), a financial technology company focused on providing payment and credit solutions to consumers, since 2021. During his tenure with Zilch, he has been responsible for Zilch’s strategy and operations in the U.S., as well as debt capital markets transactions for Zilch globally. Prior to Zilch, from December 2016 to July 2021, Mr. Periu was Co-Founder and Chief Executive Officer of Neptune Financial Inc., a financial technology company whose commercial lending platform provided growth capital to small and mid-sized American businesses. Previously, Mr. Periu served as Global Co-Head of Capital Markets for Funding Circle Ltd. (“Funding Circle”), an online lender focused on U.S. and U.K. small and medium-sized businesses, from October 2012 to December 2016. Mr. Periu also served as President and Chief Executive Officer of Funding Circle’s broker dealer, Funding Circle Securities, from March 2014 to January 2017. Prior to his time with Funding Circle, Mr. Periu held roles with FBR & Co., Deutsche Bank, and Merrill Lynch. Mr. Periu holds a Bachelor of Science in Business Administration from Georgetown University.

