This record is sourced from Exhibit 99.1 to a Form 8-K filed with the SEC by Sezzle Inc. on February 28, 2022, reproducing the ASX release titled Zip Announces Definitive Agreement to Acquire Sezzle, Supporting Sustainable Growth Strategy and Path to Profitability and Equity Capital Raise of up to A$198.7 Million (filer CIK 0001662991, SIC 7389, financial and fintech services). At the time of filing the transaction was newly announced and pending, subject to Sezzle stockholder approval, Zip shareholder approval, Hart-Scott-Rodino clearance, and SEC registration of a Form F-4; the release does not confirm whether the deal ultimately closed.
On financial advisors, the release states that BofA Securities and an entity named Jarden-Evercore acted as financial advisers to Zip, the acquirer. Jarden-Evercore is recorded here exactly as printed in the filing; it appears to be a joint Australian investment-banking venture carrying the Evercore name, and is distinguished from Evercore Inc. or Evercore Group L.L.C., the entities named in Evercore's other FIG deals, so this attribution carries materially lower confidence than a direct Evercore mention. On the target side, Sezzle was advised by financial adviser Goldman Sachs, with no additional financial advisers named for Sezzle.
On legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP served as U.S. legal counsel and Arnold Bloch Leibler as Australian legal counsel to Zip. Ropes & Gray served as U.S. legal counsel and Squire Patton Boggs as Australian legal counsel to the Mergers and Acquisitions Committee of Sezzle's board of directors.
The transaction was structured entirely in stock, Zip ordinary shares or ADRs, with no cash component to Sezzle stockholders, with a termination fee of A$7.8 million payable by Sezzle and A$31.4 million payable by Zip under specified circumstances, and an outside termination date of November 28, 2022, subject to extension for Hart-Scott-Rodino clearance. Closing was expected by the end of the third quarter of calendar year 2022.
Not disclosed or confirmed in the reviewed release: whether the merger ultimately closed as proposed, since BNPL market conditions deteriorated sharply during 2022 and this record does not include any closing confirmation document; the exact aggregate U.S. dollar value of the deal, since only an Australian-dollar implied equity value is given; and, given the ambiguity of the Jarden-Evercore designation, whether Evercore's own global M&A franchise, as opposed to a regional joint venture bearing its name, had any direct role in advising Zip.