Dave’s mission is to create financial opportunity that advances
America’s collective potential
Dave helps its more than 10 million customers with banking,
financial insights, overdraft protection, building credit and
finding side gigs
Institutional investors committed $210 million in a PIPE led by
Tiger Global Management, with participation from Wellington
Management and Corbin Capital Partners
Transaction assigns Dave an expected pro forma, fully-diluted
equity value of approximately $4 billion
Public listing enables Dave’s accelerated growth into new
products and continued rapid scale of its banking platform
Dave, the banking app on a mission to create financial
opportunity that advances America’s collective potential, and VPC
Impact Acquisition Holdings III, Inc. (NYSE: VPCC) (“VPCC”), a
special purpose acquisition company sponsored by Victory Park
Capital (“VPC”), today announced that they have entered into a
definitive agreement for a business combination that will result in
Dave becoming a publicly traded company listed under the ticker
symbol “DAVE,” with an expected pro forma, fully-diluted equity
value of approximately $4 billion, assuming no redemptions.
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the full release here:
https://www.businesswire.com/news/home/20210607005181/en/
Launched in 2017 as an app to help Americans avoid billions of
dollars in overdraft fees charged by traditional banks, Dave is now
a financial platform helping 10 million customers with banking,
financial insights, overdraft protection, building credit and
finding side gigs. Dave aims to help foster the financial health of
its members while also giving back to the community, having pledged
over 13 million meals to Feeding America since launch. To date,
Dave estimates that it has helped customers avoid nearly $1 billion
in overdraft fees through its flagship feature, ExtraCash, and earn
over $200 million in income through its gig-economy job board, Side
Hustle.
In December 2020, the company launched Dave Banking, a spending
account and debit card with no monthly fees, which has already
accumulated more than 1.3 million members.
“At Dave, we’re committed to improving the financial health of
our members,” said Jason Wilk, CEO of Dave. “We believe the legacy
financial system has failed to deliver and today, more than 150
million people need our help to build financial stability. Dave is
upending the banking industry with our suite of breakthrough
financial products and making a meaningful impact on our customers’
lives. This transaction and continued support from our longstanding
investors signify confidence in our strategy, vision and the
significant growth opportunities ahead.”
Victory Park Capital, a global investment firm headquartered in
Chicago, has a long track record of executing debt and equity
financing transactions with some of the largest, most innovative
global fintech companies. VPC has been a longstanding investor in
Dave, most recently providing a $100 million credit facility to the
company in January 2021. VPCC completed its initial public offering
in March 2021.
“Dave’s growth and expansion over the last few years have been
significant and we believe that the company has only scratched the
surface of what it can achieve,” said Brendan Carroll, Co-CEO of
VPCC and Senior Partner and Co-founder of VPC. “With its strong
management team, differentiated product suite and immense brand
affinity, we believe Dave is well-positioned to achieve future
growth and continue to disrupt the legacy financial system.”
“We have supported Jason and Dave’s management team since 2018
and we’re proud to partner with the company as it delivers upon its
vision to create financial opportunity for more consumers around
the world,” added Jason Brown, Partner at VPC.
Dave has been backed by world-class investors including Norwest,
Section 32, Capital One, Mark Cuban Companies, The Kraft Group, SV
Angel and The Chernin Group. The company’s board of directors
includes Jason Wilk; Dan Preston, CEO of Metromile; Bill Maris,
Google Ventures Founder; Parker Barrile, Partner at Norwest Venture
Partners; and Mark Cuban.
Dave Highlights
- Highly differentiated, impactful platform provides ease of
access, speed-to-value, and data and tech capabilities with modest
user adoption costs
- Strong brand affinity with the highest favorability rating in
its industry
- Explicit focus on building community and promoting financial
inclusion and education
- Positioned to rapidly capture share in an underpenetrated and
growing market of more than 150 million people currently
underserved by the traditional banking system through significant
marketing investment, new product development and M&A
- Strong delivery against platform vision with Average Revenue
per User (“ARPU”) increasing dramatically as users connect to Dave
Bank
- Strong unit economics and high-impact products are
significantly revenue-generative
- Highly experienced management team supported by world-class
investor base
Key Transaction Terms
Upon completion of the transaction, the combined company is
expected to have a fully-diluted equity value on a pro forma basis
of approximately $4 billion, assuming no redemptions. It is
expected to result in over $375 million of cash on the combined
company’s balance sheet, reflecting a contribution of up to $254
million of cash held in VPCC’s trust account (assuming none of
VPCC’s stockholders redeem their shares) and a $210 million
concurrent private placement (PIPE) led by Tiger Global Management
with additional participation from Wellington Management and Corbin
Capital Partners.
The proposed business combination has been unanimously approved
by the Boards of Directors of Dave and VPCC, and is subject to
approval by VPCC’s stockholders, regulatory approvals and other
customary closing conditions. The business combination is expected
to close late in the third quarter or in the fourth quarter of
2021.
A more detailed description of the business combination and a
copy of the Agreement and Plan of Merger will be included in a
Current Report on Form 8-K to be filed by VPCC with the United
States Securities and Exchange Commission (the “SEC”). VPCC will
also file a registration statement (which will contain a proxy
statement/prospectus) with the SEC in connection with the business
combination.
Advisors
Centerview Partners LLC is serving as exclusive financial
advisor and Orrick, Herrington & Sutcliffe LLP is serving as
legal advisor to Dave. Citigroup and Jefferies are serving as
capital markets advisors to VPCC and co-placement agents on the
PIPE. White & Case LLP is serving as legal advisor to VPCC.
Management Presentation
The management teams of Dave and VPC Impact Acquisition Holdings
III, Inc. will host an investor call on June 7, 2021 at 10:00 AM ET
to discuss the proposed business combination and review an investor
presentation. The webcast can be accessed by visiting:
https://event.on24.com/wcc/r/3213523/CA426FA5CE759ABBC681D9DC13777C26.
A replay will be available.
For materials and information, visit https://investor.dave.com
for Dave and
https://www.victoryparkcapital.com/vih/vpc-impact-acquisition-holdings-iii-inc/
for VPCC. VPCC will also file the presentation with the SEC as an
exhibit to a Current Report on Form 8-K, which can be viewed on the
SEC’s website at www.sec.gov.
Additional Information and Where to Find It
In connection with the proposed transaction (the “Proposed
Transaction”), VPC Impact Acquisition Holdings III, Inc. (“VPCC”)
intends to file a registration statement on Form S-4 that will
include a proxy statement/prospectus of VPCC. This press release is
not a substitute for the proxy statement/prospectus, that will be
both the proxy statement to be distributed to holders of VPCC’s
common stock in connection with its solicitation of proxies for the
vote by VPCC’s stockholders with respect to the Proposed
Transaction and other matters as may be described in the
registration statement, as well as the prospectus relating to the
offer and sale of the securities to be issued in connection with
the Proposed Transaction. This document does not contain all the
information that should be considered concerning the Proposed
Transaction and is not intended to form the basis of any investment
decision or any other decision in respect of the Proposed
Transaction. VPCC’s stockholders and other interested persons are
advised to read, when available, the preliminary proxy
statement/prospectus included in the registration statement and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the Proposed
Transaction, as these materials will contain important information
about Dave, VPCC and the Proposed Transaction.
Investors and security holders and other interested parties are
urged to read the proxy statement/prospectus and any other relevant
documents that are filed or will be filed with the SEC, as well as
any amendments or supplements to these documents, carefully and in
their entirety when they become available because they contain or
will contain important information about Dave, VPCC, the Proposed
Transaction and related matters.
When available, the definitive proxy statement/prospectus and
other relevant materials for the Proposed Transaction will be
mailed to stockholders of VPCC as of a record date to be
established for voting on the Proposed Transaction. VPCC’s
stockholders will also be able to obtain copies of the preliminary
proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC,
without charge, once available, at the SEC’s website at
www.sec.gov. These documents (when they are available) can also be
obtained free of charge from VPCC upon written request to VPCC by
emailing vih3info@victoryparkcapital.com or by directing a request
to VPCC’s secretary at c/o Victory Park Capital Advisors, LLC, 150
North Riverside Plaza, Suite 5200, Chicago, IL 60606.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy or subscribe for any securities or a solicitation of any vote
of approval, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or securityholder. However, VPCC, Dave, and certain of
their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies from VPCC’s
stockholders in connection with the Proposed Transaction under the
rules of the SEC. Information regarding VPCC directors and
executive officers may be found in its registration statement on
Form S-1, including amendments thereto, relating to its initial
public offering, and other reports which are filed with the SEC.
Additional information regarding the participants will also be
included in the registration statement on Form S-4 that includes
the preliminary proxy statement/prospectus, when it becomes
available. When available, these documents can be obtained free of
charge from the sources indicated above.
Cautionary Statement Regarding Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Such statements include, but are not limited to, statements
about future financial and operating results, our plans,
objectives, expectations and intentions with respect to future
operations, products and services; and other statements identified
by words such as “will likely result,” “are expected to,” “will
continue,” “is anticipated,” “estimated,” “believe,” “intend,”
“plan,” “projection,” “outlook” or words of similar meaning. These
forward-looking statements include, but are not limited to,
statements regarding Dave’s industry and market sizes, future
opportunities for VPCC, Dave and the combined company, VPCC’s and
Dave’s estimated future results and the Proposed Transaction,
including the implied enterprise value, the expected transaction
and ownership structure and the likelihood and ability of the
parties to successfully consummate the Proposed Transaction. Such
forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to
significant business, economic and competitive uncertainties and
contingencies, many of which are difficult to predict and generally
beyond our control. Actual results and the timing of events may
differ materially from the results anticipated in these
forward-looking statements.
In addition to factors previously disclosed in VPCC’s reports
filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause
actual results and the timing of events to differ materially from
the anticipated results or other expectations expressed in the
forward-looking statements: (i) inability to meet the closing
conditions to the Proposed Transaction, including the occurrence of
any event, change or other circumstances that could give rise to
the termination of the definitive agreement; (ii) the inability to
complete the Proposed Transaction due to the failure to obtain
approval of VPCC’s stockholders or Dave’s members, the failure to
achieve the minimum amount of cash available following any
redemptions by VPCC’s stockholders or the failure to meet the
national stock exchange’s listing standards in connection with the
consummation of the Proposed Transaction; (iii) costs related to
the Proposed Transaction; (iv) a delay or failure to realize the
expected benefits from the Proposed Transaction; (v) risks related
to disruption of management time from ongoing business operations
due to the Proposed Transaction; (vi) the impact of the ongoing
COVID-19 pandemic; (vii) changes in the markets in which Dave
competes, including with respect to its competitive landscape,
technology evolution or regulatory changes; (viii) changes in the
markets that Dave targets; (ix) risk that Dave may not be able to
execute its growth strategies, including identifying and executing
acquisitions; (x) risks relating to data security; and (xi) risk
that Dave may not be able to develop and maintain effective
internal controls. The foregoing list of factors is not exhaustive.
You should carefully consider the foregoing factors and the other
risks and uncertainties described in the “Risk Factors” section of
VPCC’s final prospectus dated March 4, 2021 relating to its initial
public offering, the registration statement on Form S-4 and proxy
statement/prospectus discussed above, when available, and other
documents filed by VPCC from time to time with the SEC. These
filings identify and address, or will identify and address, other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements.
Actual results, performance or achievements may differ
materially, and potentially adversely, from any projections and
forward-looking statements and the assumptions on which those
forward-looking statements are based. There can be no assurance
that the data contained herein is reflective of future performance
to any degree. You are cautioned not to place undue reliance on
forward-looking statements as a predictor of future performance as
projected financial information and other information are based on
estimates and assumptions that are inherently subject to various
significant risks, uncertainties and other factors, many of which
are beyond our control. All information set forth herein speaks
only as of the date hereof in the case of information about VPCC
and Dave or the date of such information in the case of information
from persons other than VPCC or Dave, and we disclaim any intention
or obligation to update any forward-looking statements as a result
of developments occurring after the date of this communication.
Forecasts and estimates regarding Dave’s industry and end markets
are based on sources we believe to be reliable, however there can
be no assurance these forecasts and estimates will prove accurate
in whole or in part. Annualized, pro forma, projected and estimated
numbers are used for illustrative purpose only, are not forecasts
and may not reflect actual results.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210607005181/en/
Dave
Media press@dave.com
Investors DaveIR@icrinc.com
VPC Impact Acquisition Holdings III, Inc.
Media Jordan Niezelski, Edelman
jordan.niezelski@edelman.com 860.833.2947
Investors vih3info@victoryparkcapital.com
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