Davis Polk represented MoneyLion, while White & Case LLP represented Fusion Acquisition Corp. in the transaction.
Fusion Acquisition Corp., a special purpose acquisition company (SPAC), executed a merger with leading digital financial platform MoneyLion, which would result in MoneyLion becoming a publicly listed company. The combined company will have an estimated post-transaction enterprise value of US$2.4 billion.
The cash component of the purchase price to be paid to the equity holders of MoneyLion is expected to be funded by Fusion’s cash in trust (minus any redemptions by Fusion’s existing public stockholders), as well as by a $250 million private placement raised at $10.00 per share. The transaction is expected to close during the first half of 2021, subject to subject to customary closing conditions and certain regulatory approvals.
MoneyLion is a mobile banking and financial membership platform that empowers people to take control of their finances. Since its launch in 2013, MoneyLion has engaged with 7.5 million individuals and has built a full-service digital platform to deliver mobile banking, lending, and investment solutions.
Fusion is a SPAC led by Jim Ross as Chairman of the Board, John James as Chief Executive Officer and Jeff Gary as Chief Financial Officer formed for the purpose of acquiring or merging with businesses that are applying, providing or changing technology within the fintech or asset and wealth management sectors.
The Davis Polk corporate M&A and capital markets team advising MoneyLion included partners Byron B. Rooney (Picture), Lee Hochbaum and Darren M. Schweiger and associates Sang Hun Lee and Angela Park. Partner Adam Kaminsky provided executive compensation advice. Partner Pritesh P. Shah provided intellectual property advice. Partner William A. Curran provided tax advice. Partner Gregory S. Rowland provided investment management advice. Counsel Andrew B. Samuel provided financial institutions advice.
The White & Case team advising Fusion Acquisition was led by partners Elliott Smith and Frank Lupinacci in New York and Gary Silverman in Chicago. Additional team members included counsel Claudette Druehl and associates Sarah Ross, Jordan Leon and Joseph Chung (Capital Markets) in New York, associate Tola Oyeyemi (M&A) in New York, counsel Dianne Lu (Real Estate) in Chicago, partner Arlene Arin Hahn and associates Ketan Pastakia and Anthony Johnson (IP) in New York, partner Steven Gee and associate Narissa Lyngen (Tax) in New York, partner Victoria Rosamond and associates Robin Heszkel and Caroline Cima (Employee Compensation & Benefits) in New York, counsel Paul Pittman and associate Mark Williams (Data/Privacy) in Washington, DC, partner Prat Vallabhaneni in Washington, DC, and associate John Wagner (Financial Regulatory) in New York, partner Seth Kerschner (Environmental) in New York, partner Rebecca Farrington and associate Gabriela Baca (Antitrust) in Washington, DC, associate Graham Silnicki (Debt Finance) in New York, counsel Tami Stark in New York and partner Carolyn Gurland (Disputes) in Chicago. The team was also assisted by international law clerk Mariel Martinez-Zarate and law clerks Harkesh Patel and Tom Robinson.
Involved fees earner: William Curran – Davis Polk & Wardwell; Lee Hochbaum – Davis Polk & Wardwell; Adam Kaminsky – Davis Polk & Wardwell; Sang Hun Lee – Davis Polk & Wardwell; Angela Park – Davis Polk & Wardwell; Byron Rooney – Davis Polk & Wardwell; Gregory Rowland – Davis Polk & Wardwell; Andrew Samuel – Davis Polk & Wardwell; Darren Schweiger – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Gabriela Baca – White & Case; Joseph Chung – White & Case; Caroline Cima – White & Case; Claudette Druehl – White & Case; Rebecca Farrington – White & Case; Steven Gee – White & Case; Arlene Arin Hahn – White & Case; Robin Heszkel – White & Case; Anthony Johnson – White & Case; Seth Kerschner – White & Case; Jordan Leon – White & Case; Dianne Lu – White & Case; Frank Lupinacci – White & Case; Narissa Lyngen – White & Case; Tola Oyeyemi – White & Case; Ketan Pastakia – White & Case; Carolyn Gurland – White & Case; Paul Pittman – White & Case; Victoria Rosamond – White & Case; Sarah Ross – White & Case; Graham Silnicki – White & Case; Gary Silverman – White & Case; Elliott Smith – White & Case; Tami Stark – White & Case; Pratin Vallabhaneni – White & Case; John Wagner – White & Case; Mark Williams – White & Case;