NerdWallet, Inc. (NasdaqGM:NRDS) entered into an agreement to acquire On the Barrelhead, Inc. for approximately $120 million on June 23, 2022. Under the terms of the merger agreement, NerdWallet will acquire all of the outstanding shares of On the Barrelhead for total consideration of approximately $120 million, subject to customary purchase price adjustments, consisting of approximately $70 million in cash and $50 million in NerdWallet Class A common stock. The NerdWallet equity issued as part of the transaction will be determined based on the 30-trading day volume-weighted-average price as of June 22, 2022, or $10.37 per share, and half of the equity will have a two-year lock-up restriction.

NerdWallet expects to finance the cash portion of the acquisition with borrowings from its existing credit facility. For the twelve months ended December 31, 2021, On the Barrelhead generated approximately $38 million in revenue, growing roughly 90% year-over-year, and $5 million in net income. NerdWallet believes the acquisition of On the Barrelhead would have been accretive to NerdWalletÆs revenue and adjusted EBITDA for the year ended December 31, 2021.

NerdWallet expects the acquisition will be accretive to NerdWalletÆs 2022 revenue and adjusted EBITDA and reconfirms previously announced expected year-over-year increase in its 2022 annual adjusted EBITDA margin. NerdWallet will pay a termination fee of $5 million. The transaction is subject to customary closing conditions and is expected to close in the third quarter of 2022.

Solomon Partners acted as the exclusive financial advisor to On the Barrelhead in the transaction. Dotun O. Obadina of Jones Day acted as a legal advisor to NerdWallet, Inc. Noah Pittard and Kassendra Galindo of Cooley LLP acted as a legal advisor to On the Barrelhead, Inc.