Consideration for the acquisition was announced as an approximately $162 million cash Initial Purchase Price, funded from cash on hand, subject to a post-closing true-up for Mercury's adjusted net asset value against a target level and other customary adjustments. The underlying purchase agreement sets the pre-adjustment base price at $201,600,000, which nets down after adjustments to the disclosed $162 million figure. Per the pro forma financial statements filed with the 8-K/A, the acquisition's final total purchase consideration, as allocated for accounting purposes, was $206.5 million, comprising $159.8 million of cash consideration, $6.7 million of direct acquisition-related costs, and $40.0 million representing the estimated fair value of contingent earn-out consideration. In addition to the upfront payment, the seller may receive earn-out payments for up to three years following closing equal to 75% of the amount by which Mercury's managed receivables charge-offs come in below agreed-upon levels. Atlanticus purchased a buy-side representations and warranties insurance policy that serves as the primary remedy for breaches of representations and warranties, subject to policy limits, exclusions and deductibles.
The acquisition added approximately 1.3 million credit card accounts and $3.2 billion in credit card receivables to Atlanticus, bringing the company's total serviced accounts to over 5 million and total managed receivables to over $6 billion. Jeff Howard, President and CEO of Atlanticus, said the company was "pleased to add the technology and near prime expertise of Mercury to expand our reach, advance our growth efforts, and leverage the scale that the combined companies create to bring a best-in-class product offering at the lowest possible cost to an even broader consumer segment," adding that, having purchased over $6 billion in credit card receivables portfolios historically, Atlanticus was "highly confident" in its ability to create value through optimization of the $3.2 billion Mercury portfolio. The companies cited expected value creation through portfolio optimization, cost synergies, and increased originations on behalf of bank partners, as well as growth from new marketing channels and product expansion, though no specific synergy dollar figure, percentage of cost base, or phase-in timeline was disclosed.
Per unaudited pro forma financial statements filed with the SEC, prepared as if the acquisition had occurred January 1, 2024 and accounted for as an asset acquisition under ASC 805-50 (not a business combination), the combined company's pro forma total revenue and other income for the nine months ended September 30, 2025 was approximately $1.89 billion, versus $1.23 billion for Atlanticus on a standalone basis, with pro forma net income attributable to common shareholders of $37.5 million (versus $79.0 million standalone) and pro forma basic/diluted EPS of $2.48/$1.95 (versus standalone $5.22/$4.21). For the year ended December 31, 2024, pro forma total revenue and other income was approximately $2.37 billion versus $1.31 billion standalone, with pro forma net income attributable to common shareholders of $112.6 million (versus $87.4 million standalone) and pro forma basic/diluted EPS of $7.64/$5.99 (versus standalone $5.92/$4.77). Pro forma adjustments included reversing amortization of Mercury's historical debt issuance costs following a fair-value reset of assumed debt, replacing Mercury's CECL credit-loss provisioning with fair-value loan accounting consistent with Atlanticus's policy, conforming Mercury's capitalized marketing costs to Atlanticus's expense-as-incurred policy, and recording amortization of acquired intangible assets (developed technology valued at $27.0 million and assembled workforce valued at $5.4 million, both with five-year useful lives). As part of the purchase price allocation, Atlanticus recorded $3.0 billion of acquired loans at fair value and assumed $2.8 billion of notes payable, net.
Guggenheim Securities, LLC served as financial advisor and Troutman Pepper Locke and Willkie Farr & Gallagher served as legal counsel to Atlanticus in the transaction. Deutsche Bank Securities served as financial advisor to the seller, and Mayer Brown LLP served as legal counsel to the special committee of the board of the seller. Colin M. Adams of Uzzi & Lall served as the Special Committee of Mercury's Board of Directors, which approved the transaction. In connection with the acquisition, Mercury entered into restrictive covenant agreements with the seller and an indirect equityholder restricting solicitation of Mercury employees post-closing. No termination fee is disclosed in the publicly filed exhibits (schedules to the purchase agreement were omitted pursuant to Item 601(a)(5) of Regulation S-K), and no proxy statement, tender offer document, or shareholder vote was required or filed, consistent with a private, all-cash membership-interest purchase that did not require Atlanticus or Mercury shareholder approval.
