Oportun Financial Corporation (NasdaqGS:OPRT) signed a definitive agreement to acquire Hello Digit, Inc. for approximately $210 million on November 15, 2021. Pursuant to the terms and subject to the conditions set forth in the agreement, including customary purchase price adjustments, the aggregate consideration payable in exchange for all of the outstanding equity interests of Hello Digit, Inc. is approximately $212.9 million, comprising an aggregate of approximately $114.4 million in cash and approximately $98.5 million in the Hello Digit, Inc.'s common stock and/or options. A portion of the cash consideration in the amount of $1 million will be placed in escrow to satisfy certain obligations of Digit stockholders. Jefferies has provided the financing commitment in the amount of $116 million to finance the cash consideration, subject to customary closing conditions. Hello Digit, Inc. will operate as a business unit within Oportun Financial Corporation and continue to be led by Digit founder and Chief Executive Officer, Ethan Bloch. All of Digit's 100+ employees will join Oportun Financial Corporation along with Ethan Bloch and continue their job functions.

The closing of the merger is subject to customary closing conditions, including, among other things, the adoption of the merger agreement and approval of the merger in accordance with Delaware law; the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976; the accuracy of certain representations and warranties made by the parties in the merger agreement (subject to certain materiality thresholds); each party's material compliance with its covenants set forth in the merger agreement and the absence of a material adverse effect with respect to the parties. Oportun's obligations to consummate the merger are also subject to, among other things, the execution of the support agreements by securityholders covering at least 90% of the indemnification obligations; the continued effectiveness of certain agreements entered into with key employees of Digit in connection with the execution of the merger agreement and the lack of pending litigation against the mergers. The Boards of Directors of Oportun Financial Corporation and Hello Digit, Inc. have each approved the transaction, which is expected to close by the end of 2021 or early 2022, subject to the satisfaction of customary closing conditions.

J.P. Morgan served as exclusive financial advisor and Robert Day and Patrick Sandor of Wilson Sonsini Goodrich & Rosati served as legal counsel to Oportun. Alessandra Simons and David W. Van Horne Jr of Goodwin Procter served as legal counsel to Hello Digit. Financial Technology Partners is serving as exclusive strategic and financial advisor to Hello Digit. Roy Tannenbaum and Philip Richter of Fried Frank acted as counsel to J.P. Morgan.

Oportun Financial Corporation (NasdaqGS:OPRT) completed the acquisition of Hello Digit, Inc. on December 22, 2021. In connection with the merger, Oportun paid approximately $211.1 million in exchange for all of the outstanding equity interests of Digit, comprised of an aggregate of approximately $112.6 million in cash and approximately $98.5 million in Oportun's common stock and/or restricted stock units to be settled in Oportun's common stock. A portion of the cash consideration was placed in escrow to satisfy certain obligations of Digit stockholders as described in the agreement. The cash consideration was funded through the residual facility in the amount of $116 million.