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Financial institutions M&A: Sector trends - July 2022

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July 2022

We highlight the key UK & European M&A trends in H2 2021 and H1 2022, and provide our insights into the outlook for M&A moving forward.

Introduction

Key highlights from H2 2021 include the following:

  • Banks: High levels of M&A across the UK and Europe, notwithstanding uncertainty ignited by the Russia/Ukraine conflict. Europe's banks have emerged from COVID-19 turmoil resolute in their ambitions to shed non-core assets, consolidate regional strongholds and rigorously pursue digitalisation strategies.
  • Fintech: Europe has bucked the global trend of tightening private capital purse strings. While successful funding rounds rage on, fintechs with critical mass are deploying M&A strategies to consolidate horizontally and integrate vertically.
  • Asset/Wealth Management: With over 350 deals in the European AWM sector in 2021, M&A consolidation activity is hotter than it has ever been in the past 15 years. Conventional wisdom is now under the microscope—is bigger really better?
  • Payments: Investor appetite is at an all-time high—while VC investors back growing service providers, PE investors supercharge IPO glide paths and established banks refuse to abdicate market share.
  • Stock Exchanges/Trading Venues: Europe’s FMI goes digital—data analytics, capital markets solutions, RegTech and DLT-based tech acquisitions feed the steady stream of M&A activity.
  • Brokers/Corporate Finance: Marginal improvement in investor sentiment for high-quality brokers, particularly across online brokerage, crypto trading and carbon credit trading.
  • Consumer Finance: BNPL steals the show—20 successful European BNPL provider funding rounds in the past 12 months, covering the full spectrum from Seed through to late-stage.
  • Specialty Finance/Marketplace Lending: Marginal uptick in M&A levels in the past 12 months, with property, automotive and revenue-based finance attracting the most investor interest.

M&A Forecast legend

European financial services M&A trends

Europe’s banks emerge from the COVID-19 pandemic resolute in their ambitions

High levels of M&A across the UK and Europe, notwithstanding uncertainty ignited by the Russia/Ukraine conflict. Europe's banks have emerged from COVID-19 turmoil resolute in their ambitions to shed non-core assets, consolidate regional strongholds and rigorously pursue digitalisation strategies

Read 27 min. article
FIG M&A Sector Trends - July 2022

The long-awaited arrival of Europe’s new breed of decacorns

Europe has bucked the global trend of tightening private capital purse strings. While successful funding rounds rage on, fintechs with critical mass are deploying M&A strategies to consolidate horizontally and integrate vertically

Read 47 min. article
FIG M&A Sector Trends - July 2022

Asset/Wealth Management

With over 350 deals in the European AWM sector in 2021, M&A consolidation activity is hotter than it has ever been in the past 15 years. Conventional wisdom is now under the microscope—is bigger really better?

Read 9 min. article
FIG M&A Sector Trends - July 2022

Payments

Investor appetite is at an all-time high—while VC investors back growing service providers, PE investors supercharge IPO glide paths and established banks refuse to abdicate market share

Read 14 min. article
FIG M&A Sector Trends - July 2022

Stock Exchanges/Trading Venues

Europe's FMI goes digital—data analytics, capital markets solutions, RegTech and DLT-based tech acquisitions feed the steady stream of M&A activity

Read 3 min. article
stock market

Brokers/Corporate Finance

Marginal improvement in investor sentiment for high-quality brokers, particularly across online brokerage, crypto trading and carbon credit trading

Read 4 min. article
FIG M&A Sector Trends - July 2022

Consumer Finance

BNPL steals the show—20 successful European BNPL provider funding rounds in the past 12 months, covering the full spectrum from Seed through to late-stage

Read 11 min. article
credit cards

Specialty Finance/Marketplace Lending

Marginal uptick in M&A levels in the past 12 months, with property, automotive and revenue-based finance attracting the most investor interest

Read 5 min. article
stock market graph
credit cards

Sector trends - July 2022: Consumer Finance

UK & European Financial Services M&A: Sector trends H2 2021 | H1 2022 — Consumer Finance

Insight
|
11 min read
Leonardo Graffi

BNPL steals the show—20 successful European BNPL provider funding rounds in the past 12 months, covering the full spectrum from Seed through to late-stage.

 

Overview

Current Market

  • High M&A activity levels—BNPL steals the show

We Are Seeing

  • Skyrocketing M&A activity in the BNPL vertical:
    • Established banks JV into BNPL (e.g., Barclays' JV with Amazon and Virgin Money's JV with Global Payments)
    • BigTech JV into BNPL (e.g., Apple's JV with Goldman Sachs)
    • First movers JV to retain market share (e.g., Klarna's JV with Stripe)
    • Smaller lenders stockpile lending firepower – >20 successful BNPL provider funding rounds in the last 12 months, covering the full spectrum from Seed through to late-stage
    • BNPL leaders consolidate market share (e.g., Zip's acquisition of Twisto and Payflex)
  • P2P lenders pivot away from retail (e.g., Funding Circle, Zopa, Lending Works, ThinCats and Landbay all closed their retail platforms in the past 6 months)

Key Drivers/Challenges

  • Financial sponsor equity cheques turbo-charge lenders. In the last 12 months:
    • >20 funding rounds led by VC investors
    • PE investors back rapidly growing lenders (e.g., Vitruvian Partners' US$50 million equity investment into Pine Labs)
  • Trade consolidators:
    • Enter new markets (e.g., PayPal acquisition of Paidy)
    • Redouble efforts to conquer foreign markets (e.g., Barclays' acquisition of US$3.8 billion Gap Credit Card portfolio)
    • Gain first-mover advantage in burgeoning geographies (e.g., Weaver Fintech's acquisition of 85% of PayJustNow)
    • Solidify market share (e.g., Revolut's acquisition of Nobly)
    • Integrate service offerings (e.g., Athene's acquisition of Foundation Home Loans)
  • Consumer lenders seize the opportunity to accumulate growth capital (e.g., in3, MarketForce, Colendi, Scalapay, Koyo and Juni all successfully completed Series A funding rounds in the past 12 months)
  • New entrants successfully scale barriers to entry (e.g., Fintern, Lipa, Later and Lamaa all successfully completed pre-Series A/Seed funding rounds in the past 12 months)

Trends to Watch

  • Consumer lenders confront the harsh reality of fraught discussions with borrowers:
    • As borrowers are quickly weaned off government-backed COVID-19 re-payment forbearance/deferral relief programmes
    • As borrower default rates keep pace with interest rate hikes
  • Incoming regulation to manage:
    • Overreliance on BNPL—UK's HM Treasury indicated tighter regulation in its 1st UK consultation on BNPL sector published in October 2021
    • Potentially harmful lending practices—Ireland's CBI's new consumer protection legislation applicable to hire purchase, consumer finance and BNPL providers
    • Potentially harmful advertising practices—UK Advertising Standards Authority's crackdown on DivideBuy's advertising campaign

 

Our M&A Forecast

New entrants and disruptors across Europe are likely to continue to enjoy receptive market conditions in the short term, resulting in continuing high M&A activity levels. However, as established banks flex their consumer reach muscles and regulators draw lines in the sand, the medium term appears less certain.

 

Healthy buyer/investor appetite

Deal highlight: 

White & Case advised Zip, a global leader in digital retail finance and payment systems, on its acquisition of 60% of Hemenal Finansman, the Turkish consumer finance business, from OYAK Portföy Yönetimi.

Deal highlight: 

White & Case advised Klarna, one of European's most high profile fintech unicorns, on: its acquisition of discount browser extension Piggy; and its acquisition of Hero Towers, the UK's leading 'social shopping' e-commerce platform.

Banks:

  • Bank Leumi: (Consumer lending) Acquisition of 20% of Click Credit (Febrary 2022)

Trade consolidation:

  • Zip (BNPL): Acquisition of Hemenal Finansman (April 2022)
  • Weaver Fintech (BNPL): Acquisition of 85% of PayJustNow (February 2022)
  • Afterpay (BNPL): Acquisition of 10% of Clearpay (December 2021)
  • Klarna (December tech): Acquisition of Piggy (December 2021)
  • DDM Debt (Consumer debt): Acquisition of Swiss Bankers Prepaid Services (December 2021)
  • Revolut (POS): Acquisition of Nobly (November 2021)
  • Zip (BNPL): Acquisition of Twisto (November 2021)
  • PayPal (BNPL): Acquisition of Paidy (September 2021)
  • Zip (BNPL): Acquisition of Payflex (September 2021)
  • Barclays (Credit cards): Acquisition of Gap Credit Card portfolio (August 2021)
  • Zilch (BNPL): Acquisition of Neptune Financial (August 2021)
  • Square (BNPL): Acquisition of Afterpay (August 2021)
  • Better (Digital mortgage broker): Acquisition of Trussle (July 2021)
  • Athene (Mortgage lending): Acquisition of Foundation Home Loans (July 2021)
  • Klarna (E-commerce platform): Acquisition of Hero Towers (July 2021)

International investment:

  • TransUnion (Personal credit platform: Acquisition of minority stake in Monevo (October 2021)

PE/VC equity cheques:

  • Valar Ventures (BNPL): Participation in US$43 million Series A funding round for Mondu (May 2022)
  • Adit Venture Capital and Fasanara Capital (BNPL): Participation in US$55 million Series A debt and equity funding round for Playter (June 2022)
     
  • Flash Ventures (BNPL): Participation in £3.5 million pre-Seed funding round for Tranch (May 2022)
  • Force Over Mass, Waterfall Asset Management and Finch Capital (BNPL): Participation in US$85.3 million Series B funding round for in3 (May 2022)
  • LocalGlobe and Northzone (Credit cards): Participation in £20 million equity funding round for Yonder (March 2022)
  • Inventure (BNPL): Participation in €4 million Seed funding round for Anyday (March 2022)
  • Vitruvian Partners (BNPL): US$50 million equity investment into Pine Labs (March 2022)
  • Founders Fund (Corporate credit cards): Participation in US$200 million equity funding round for Ramp (March 2022)
  • Finch Capital (BNPL): Participation in US$11.1 million Series A funding round for in3 (March 2022)
  • STV and Sequoia Capital India (BNPL): Participation in US$54 million Series B funding round for Tabby (March 2022)
  • Tencent and Willoughby Capital (BNPL): Participation in US$497 million Series B funding round for Scalapay (February 2022)
  • V8 Capital Partners (Consumer finance): Participation in US$40 million Series A funding round for MarketForce (February 2022)
  • Fasanara Capital (BNPL): Participation in US$120 million equity and debt funding round for ViaBill (February 2022)
  • Tencent, GR Capital and Roosh Ventures (BNPL): Participation in €210 million Series C funding round for Alma (February 2022)
  • Hambro Perks (Consumer lending): Participation in £8 million Seed funding round for Fintern (February 2022)
  • Cauris Finance, Lateral Frontiers VC, GreenHouse Capital, SOSV IV, Sayani Investments and Axian Financial Services (BNPL): Participation in US$12 million pre-Series A funding round for Lipa Later (January 2022)
  • Coatue Management and DST Global (Consumer lending): Participation in US$280 million Series F funding round for Upgrade (November 2021)
  • Ventura Capital and Gauss Ventures (BNPL): Participation in US$110 million Series C funding round for Zilch (November 2021)
  • FinTech Collective (Consumer lending): Participation in US$52 million Series B funding round for Anyfin (October 2021)
  • Invesco Developing Markets Fund (BNPL): US$100 million investment in Pine Labs (September 2021)
  • Re-Pie (Microcredit): Participation in US$30 million Series A funding round for Colendi (September 2021)
  • Tiger Global (BNPL): Participation in US$155 million Series A funding round for Scalapay (September 2021)
  • Force Over Mass (Consumer lending): Participation in US$50 million Series A funding round for Koyo (September 2021)
  • Ingka Investments (BNPL): Successful US$22.5 million investment in Jifiti (August 2021)
  • Founders Fund (Corporate credit cards): Participation in US$300 million Series C funding round for Ramp (August 2021)
  • Global Founders Capital and STV (BNPL): Participation in US$50 million Series B funding round for Tabby (August 2021)
  • Goldman Sachs Asset Management and DMG Ventures (BNPL): Participation in US$110 million Series B extension funding round for Zilch (July 2021)
  • Goldman Sachs (Consumer lending): Participation in €140 million Series G funding round for Younited Credit (July 2021)
  • Felix Capital and DST Global Partners (Consumer lending): Participation in US$21.5 million Series A funding round for Juni (July 2021)

 

Established players reclaim market share:

More UK banks are expected to move into the fast-growing BNPL sector as upcoming regulation is set to ease reputational risk concerns. BNPL accounted for 5% of transaction values in 2020 and is growing at between 60% and 70% annually. (S&P Global, November 2021)

More banks are taking the "if you can't beat them, join them" approach to BNPL. Banks of all sizes are turning to a new cottage industry of fintech software providers who build BNPL platforms. (S&P Global, October 2021)

  • CSOB (BNPL): Acquisition of 50% stake in Mallpay (April 2022)
  • NatWest (BNPL): Launch of UK BNPL offering (March 2022)
  • Santander (BNPL): Launch of Zinia (January 2022)
  • Barclays (BNPL): Instalment payments JV with Amazon (December 2021)
  • Virgin Money (BNPL): BNPL digital wallet JV with Global Payments (November 2021)

 

Fintech giants pivot to BNPL:

Industry figures estimate that BNPL lending is likely to increase by 52% to well over £20 billion in 2022 compared to 2021. (Finextra, June 2022)

  • Zopa (BNPL): Launch of UK BNPL offering (June 2022)
  • Raisin (BNPL): BNPL JV with Mondu (April 2022)
  • PayPal (BNPL): Launch of Pay in 30 in Germany (January 2022)
  • NewDay (BNPL): Launch of NewPay (November 2021)
  • Stripe (BNPL): BNPL JV with Klarna (October 2021)
  • Mastercard (BNPL): Launch of Mastercard Installments (September 2021)
  • Curve (BNPL): Launch of Curve Flex (September 2021)
  • Monzo (BNPL): Launch of Monzo Flex (September 2021)
  • Funding Circle (BNPL): Launch of FlexiPay (September 2021)
  • LayBuy (BNPL): Launch of UK BNPL app (September 2021)
  • Apple (BNPL): Apple Pay Later JV with Goldman Sachs (July 2021)

 

New BNPL entrants:

  • MultiPay (BNPL): Launch of Irish instalment payments offering (June 2022)
  • PollenPay (BNPL): Launch of UK instalment payments offering (March 2022)
  • Zilch (BNPL): Launch of pan-European retailer agnostic digital card offering (January 2022)
  • Railsr (BNPL): Launch of UK and German instalment payments offering (January 2022)

 

Smaller lenders stockpile lending firepower:

OpenMoney finds 57% of adults aged 18 to 50 have now used BNPL schemes, up from 49% in 2020. (Finextra, December 2021)

Barclays' survey revealed that 2 in 5 admit they lack a full understanding of how BNPL products work. (Finextra, December 2021)

There was a 51% increase in the use of BNPL payment methods in Europe during Black Friday, compared to 2020. (Finextra, December 2021)

The sudden onset of the COVID-19 pandemic in 2020 caused an unprecedented hit to credit card borrowing, amidst rising popularity of BNPL services. (Financial Times, September 2021)

1 in 10 UK BNPL shoppers have been chased by debt collectors, rising to 1 in 8 young people. (Finextra, September 2021)

  • Mondu (BNPL): Successful US$43 million Series A funding round led by Valar Ventures (May 2022)
  • Creditspring (Consumer credit): Successful £48 million Venture funding round led by Monomyth Group (May 2022)
  • Tred (Carbon tracking debt card): Successful £600k crowdfunding round (May 2022)
  • Playter (BNPL): Successful US$55 million Series A debt and equity funding round led by Adit Venture Capital and Fasanara Capital (June 2022)
  • Tranch (BNPL): Successful £3.5 million pre-Seed funding round led by Flash Ventures (May 2022)
  • in3 (BNPL): Successful US$85.3 million Series B funding round led by Force Over Mass, Waterfall Asset Management and Finch Capital (May 2022)
  • Yonder (Credit cards): Successful £20 million equity funding round led by LocalGlobe and Northzone (March 2022)
  • Anyday (BNPL): Successful €4 million Seed funding round led by Inventure (March 2022)
  • Pine Labs (BNPL): Successful US$50 million equity investment from Vitruvian Partners (March 2022)
  • Ramp (Corporate credit cards): Successful US$200 million equity funding round led by Founders Fund (March 2022)
  • in3 (BNPL): Successful US$11.1 million Series A funding round led by Finch Capital (March 2022)
  • Tabby (BNPL): Successful US$54 million Series B funding round led by STV and Sequoia Capital India (March 2022)
  • Scalapay (BNPL): Successful US$497 million Series B funding round led by Tencent and Willoughby Capital (February 2022)
  • MarketForce (Consumer finance): Successful US$40 million Series A funding round led by V8 Capital Partners (February 2022)
  • ViaBill (BNPL): Successful US$120 million funding round led by Fasanara Capital (February 2022)
  • Alma (BNPL): Successful €210 million Series C funding round with participation from Tencent, GR Capital and Roosh Ventures (February 2022)
  • Fintern (Consumer lending): Successful £8 million Seed funding round led by Hambro Perks (February 2022)
  • Lipa Later (BNPL): Successful US$12 million pre-Series A funding round led by Cauris Finance, Lateral Frontiers VC, GreenHouse Capital, SOSV IV, Sayani Investments and Axian Financial Services (January 2022)
  • Lamaa (BNPL): Successful US$5.06 million Seed funding round led by Wa'ed (Saudi Aramco) (December 2021)
  • Upgrade (Consumer lending): Successful US$280 million Series F funding round led by Coatue Management and DST Global (November 2021)
  • Zilch (BNPL): Successful US$110 million Series C funding round led by Ventura Capital and Gauss Ventures (November 2021)
  • Billie (BNPL): Successful US$100 million Series C funding round led by Dawn Capital (October 2021)
  • Atome (BNPL): Successful US$500 million investment from Standard Chartered (October 2021)
  • Anyfin (Consumer lending): Successful US$52 million Series B funding round led by FinTech Collective (October 2021)
  • Pine Labs (BNPL): Successful US$100 million equity investment from Invesco Developing Markets Fund (September 2021)
  • Colendi (Microcredit): Successful US$30 million Series A funding round led by Re-Pie (September 2021)
  • Scalapay (BNPL): Successful US$155 million Series A funding round led by Tiger Global (September 2021)
  • Koyo (Consumer lending): Successful US$50 million Series A funding round led by Force Over Mass (September 2021)
  • Jifiti (BNPL): Successful US$22.5 million investment from Ingka Investments (August 2021)
  • Ramp (Corporate credit cards): Successful US$300 million Series C funding round led by Founders Fund (August 2021)
  • Tabby (BNPL): Successful US$50 million Series B funding round led by Global Founders Capital and STV (August 2021)
  • Zilch (BNPL): Successful US$110 million extension to Series B funding round led by Goldman Sachs Asset Management and DMG Ventures (July 2021)
  • Younited Credit (Consumer lending): Successful €140 million Series G funding round led by Goldman Sachs (July 2021)
  • Juni (Consumer lending): Successful US$21.5 million Series A funding round led by Felix Capital and DST Global Partners (July 2021)

 

BNPL providers heed regulator rumblings:

  • Klarna: Disclosure of information to UK credit agencies on use of BNPL services (May 2022)
  • Zilch (BNPL): Affordability checking JV with Experian (April 2022)

 

Retail P2P—exit stage left:

  • Funding Circle: Closure of retail platform (March 2022)
  • Fellow Finance: Closure of retail platform (March 2022)
  • Zopa: Closure of retail platform (December 2021)
  • Lending Works: Closure of retail platform (December 2021)
  • ThinCats: Closure of retail platform (December 2021)
  • Landbay: Closure of retail platform (December 2021)

 

Coming of age:

  • Nayifat Finance Co. (Consumer finance): SAR3, 400 million Saudi Exchange IPO (November 2021)
  • DelfinGroup (Consumer finance): Nasdaq Riga IPO (October 2021)

 

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This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.

© 2022 White & Case LLP

 

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Leonardo Graffi
Leonardo Graffi
Partner|Milan|London
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