Moneylion to Acquire Even Financial, Expanding Distribution Network and Enhancing Consumers’ Financial Access and Decision Making

MoneyLion Inc. (“MoneyLion”) (NYSE: ML), the award-winning digital financial platform, announced today that it has agreed to acquire Even Financial Inc. (“Even”), the category-leading embedded finance marketplace, to accelerate its mission of providing financial access and advice to hardworking Americans. The transaction provides for total consideration to Even’s equity holders of up to $440 million, using a convertible financing structure that values MoneyLion at its initial public listing price of $10 per share. Even’s investors include Goldman Sachs, American Express Ventures, SoFi, F-Prime Capital, MassMutual Ventures, LendingClub, Canaan Partners, and GreatPoint Ventures. Founded in 2014, Even digitally connects and matches consumers with real-time personalized financial product recommendations from banks, insurance, and fintech companies on mobile apps, websites, and other consumer touchpoints through its marketplace technology. Even’s infrastructure leverages machine learning and advanced data science to solve a significant pain point in financial services customer acquisition, seamlessly bridging financial institutions and channel partners via its industry-leading API and embedded finance marketplaces. The acquisition strengthens MoneyLion’s platform by improving consumers’ abilities to find and access the right financial products to help them manage their financial lives. Even’s growing network includes over 400 financial institution partners and 500 channel partners, covering a breadth of financial services including loans, credit cards, mortgages, savings, and insurance products. The acquisition also expands MoneyLion’s addressable market, extends the reach of its own products, diversifies its revenue mix, and furthers MoneyLion’s ambition to be the premier financial super app for hardworking Americans. The strategic benefits of the acquisition include:

• Expanding MoneyLion’s target addressable market leveraging Even’s scalable embedded marketplace infrastructure, to tap into the rapidly growing $230 billion embedded finance industry (1)
• Increasing MoneyLion’s distribution capabilities across Even’s growing network of over 500 channel partners
• Broadening the range of products and services available within MoneyLion via 400 financial services partners covering a portfolio of consumer purchasing intents, including loans, credit cards, mortgages, savings, and insurance products
• Immediately positioning MoneyLion as a “must have” consumer finance product, leveraging MoneyLion’s AI-driven intelligence layer to match consumers with the right product at the right time in pursuit of improved financial access and outcomes across all FICO segments
• Accretive to MoneyLion’s earnings with Even expected to add $90 million of revenue and positive EBITDA in 2022 (excluding synergies)

“Even has revolutionized how consumers receive recommendations for financial services," said Dee Choubey, Co-Founder and CEO of MoneyLion. “Combining Even’s best-in-class recommendation engine with MoneyLion’s powerful first-party products and open architecture marketplace expands the range of products and services available within our platform, while delivering a new distribution channel for Even’s financial partners. Together, we can accelerate our mission of providing financial access and advice to hardworking Americans, reaching them where they are, and enabling them to make financial progress regardless of where they are in life.” Phillip Rosen, CEO and Founder of Even said, “At Even, our vision is to use machine learning to reimagine how financial institutions find and connect with consumers, while providing them with a superb and trusted user experience. By integrating Even’s powerful infrastructure technology with MoneyLion’s platform, we will be able to power their fast-growing Marketplace and provide consumers with the optimal mix of financial solutions for their needs, while greatly extending distribution for MoneyLion’s suite of products.” Even will continue to operate as an independent subsidiary of MoneyLion, led by Even’s current management team. Phillip Rosen will continue in his role as CEO of Even and will join MoneyLion’s executive committee. Even will collaborate with MoneyLion to accelerate the technology roadmap for its financial marketplace, as well as offer the full MoneyLion suite of products to Even’s channel partners looking to broaden their offerings to better meet the needs of their customers. Transaction Details

• MoneyLion will pay a total purchase price of up to $440 million to acquire Even, using a convertible financing structure that values MoneyLion at its initial public listing price of $10 per share, comprised of:
  • A $360 million upfront payment comprised of $15 million in cash and $345 million in preferred shares that are convertible into 34.5 million MoneyLion common shares at $10 per share
  • Subject to the successful achievement of certain revenue targets, a potential earn-out of up to $80 million, payable up to 8 million in preferred shares valued at $10 per share
  • Unconverted preferred shares carry a 3% annual dividend payable in common equity or cash, at MoneyLion’s discretion
• Even employees will be subject to a lock-up of 12 months following closing of the transaction; all other Even shareholders will be subject to a lock-up until March 22, 2022
• The transaction is expected to be accretive to MoneyLion’s 2022 earnings
• The transaction is expected to close in the first quarter of 2022, subject to regulatory approvals and other customary closing conditions
• Evercore is serving as financial advisor and Davis Polk & Wardwell is serving as legal advisor to MoneyLion. Broadhaven is serving as financial advisor and Goodwin Procter is serving as legal advisor to Even

Conference Call MoneyLion has published a presentation to provide an overview of the acquisition, which is now available on MoneyLion’s Investor Relations website at investors.moneylion.com, and management will hold a conference call and webcast today at 8:30 a.m. ET to discuss the transaction. A live webcast and replay will be available here and on MoneyLion’s Investor Relations website. Please dial into the conference 5-10 minutes prior to the start time and ask for the MoneyLion to Acquire Even Financial conference call. Toll-free dial-in number: (888) 428-7458 International dial-in number: (862) 298-0702 (1) Embedded finance revenue forecast in 2025 based on Light Year Capital Markets estimates