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Financial institutions M&A: Sector trends - September 2024

Financial institutions M&A: Sector trends

We highlight the key UK & European M&A trends in H2 2023 and H1 2024, and provide our insights into the outlook for M&A moving forward.

Introduction

In the 12th edition of our report, we bring you the key deal highlights and M&A trends across UK/Europe in the past 12 months which have shaped the financial services landscape. Focusing on the following verticals:

Key highlights include:

  • Banks: Europe’s banks restructure, consolidate and partner their way into the digital future.
  • Fintech: Tepid UK & European private capital markets spur unicorns into inorganic opportunities.
  • Asset/Wealth Management: Europe’s barbell becomes more pronounced—larger asset/wealth managers swallow smaller competitors at pace.
  • Payments: Equity and debt cheques from financial sponsors fuel growth, with investment committee appetite across the full spectrum from Seed through to late-stage/pre-IPO. The payments sector bucks the trend on IPOs.
  • Stock Exchanges/Clearing Houses/Trading Venues: Cautious deployment of M&A war chests while concerns relating to IPO and equity market trading buoyancy continue.
  • Brokers/Corporate Finance: Mid-market investment banks consolidate at the fastest rate yet—reshaping the City skyline.
  • Consumer Finance: Inflexion point arrives for UK & European consumer lending. The strong will survive as BNPL and POS finance become the norm for e-commerce.
  • Specialty Finance/Marketplace Lending: Consolidation fever grips non-bank lenders and banks alike—SME lending, revenue-based finance and PropFinance at its core.

M&A Forecast legend

European financial services M&A trends

Europe’s banks restructure, consolidate and partner their way into the digital future

Vault

Tepid UK & European private capital markets spur unicorns into inorganic opportunities

bitcoin
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Asset / Wealth Management

Europe’s barbell becomes more pronounced—larger asset / wealth managers swallow smaller competitors at pace.

trends

Payments

Equity and debt cheques from financial sponsors fuel growth, with investment committee appetite across the full spectrum from Seed through to late- stage / pre-IPO. The payments sector bucks the trend on IPOs.

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Stock Exchanges / Clearing Houses / Trading Venues

Cautious deployment of M&A war chests while concerns relating to IPO and equity market trading buoyancy continue.

stock market

Brokers / Corporate Finance

Mid-market investment banks consolidate at the fastest rate yet— Panmure Gordon & Liberum, Redburn (Europe) & Atlantic Equities and Cenkos Securities & FinnCap Group mergers reshape the City skyline.

stock exchange

Consumer Finance

Inflexion point arrives for UK & European consumer lending. The strong will survive as BNPL and POS finance become the norm for e-commerce.

credit card

Specialty Finance / Marketplace Lending

Consolidation fever grips non-bank lenders and banks alike—SME lending, revenue-based finance and PropFinance at its core.

stock exchange
credit card

Sector trends - September 2024: Consumer Finance

UK & European Financial Services M&A: Sector Trends H2 2023 | H1 2024 — Consumer Finance

Insight
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6 min read

Inflexion point arrives for UK & European consumer lending. The strong will survive as BNPL and POS finance become the norm for e-commerce.

Current market:

Inflexion point for UK & European consumer lending

We are seeing:

Significant consolidation activity:

  • First-movers attempt to conquer their niches (e.g., Wagestream's and Eleving's respective acquisitions of Keebo and ExpressCredit)
  • Larger lenders swallow competitors (e.g., Credit Agricole Consumer Finance's acquisition of Pledg)

Consumer finance providers diversify through partnerships (e.g., Scalapay's BNPL partnership with Marqeta)

Buy-now, pay-later reaches an inflexion point:

  • Some well-known brands successfully fundraise despite "difficult" private capital conditions (e.g., Billink, Tabby, Tamara and Zilch all successfully raised capital in the last 12 months)
  • Small number of well-known brands expand organically (e.g., Mondu's launches in UK, Netherlands and Austria)
  • Other well-known brands withdraw from markets (e.g., Block's withdrawal of Clearpay in Spain, France and Italy) or withdraw altogether (e.g., Divido's and Laybuy's high-profile collapses)

Insolvency contagion spreads beyond buy-now, pay-later:

  • POS (e.g., collapse of ZestMoney)
  • Consumer PropFinance (e.g., collapse of Fronted)

Key drivers / challenges:

Consolidation M&A activity centred around payroll finance, as lenders strive for scale (e.g., ViviBanca, Banco Desio e Brianza and Wagestream all inked deals in the last 12 months)

Market conditions force consumer lenders to re-think strategies for access to capital—European fintech lending start-ups racked up over €11 billion in debt facilities in 2023:

  • Payroll finance (e.g., Payflow's €20 million debt funding round led by BBVA Spark)
  • BNPL (e.g., Tabby's US$700 million debt funding round led by JP Morgan)

Consumer lenders re-calibrate balance sheets:

  • Off-loading of NPLs to industrial scale debt servicers (e.g., BNP Paribas Personal Finance's sale of €120 million of consumer NPLs to KRUK / InvestCapital)
  • Forward flow arrangements (e.g., Jefferies' and Santander's participation in £272 million funding round in Updraft, by way of £250 million forward flow)

"Interesting" universe of potential buyers / investors:

  • UHNW (e.g., Tom Hunter's participation in £800 million debt and equity funding round in Abound)
  • Non-bank FIs (e.g., Royal London's acquisition of Responsible Lending)
  • Non-FIs (e.g., Etisalat's acquisition of 63.3% of Beehive)

Trends to watch:

Exponential BNPL take-up is met by political and regulatory scrutiny—the UK a hotbed of controversy:

  • Regulator: UK Financial Conduct Authority's use of powers under UK Consumer Rights Act 2015 to secure changes to potentially unfair / unclear contract terms in BNPL sector
  • Government: UK Treasury's proposed regulation of low-cost credit contracts, including Treasury Laws Amendment Bill 2024: Buy Now, Pay Later
  • Political: UK Labour Party's accusations of UK Government dragging its feet on regulation of BNPL sector

Our M&A forecast

Consolidation M&A to continue in the short / medium term, on account of regulatory and cost of funding pressures materially increasing operating costs.

The strong will survive as BNPL and POS finance become “the norm” for e-commerce.

Consumer Finance – Publicly reported deals & situations 

Healthy buyer / investor appetite

Market commentary:

34% of UK 18–24-year-olds use BNPL schemes at least once a month. (Finextra–September 2023)

Strategics:

  • Citigroup: Consumer credit, Debt participation in £800 million debt and equity funding round in Abound (May 2024)
  • Varengold Bank: BNPL, Participation in €29.5 million funding round in Billink (January 2024)
  • Param: BNPL Acquisition of Twisto (August 2023)

Banks:

  • Zions Bank: Credit-card-as-a-service, Participation in US$85 million Series C funding round in Brim Financial (April 2024)
  • J.P. Morgan: BNPL, Participation in US$700 million debt funding round in Tabby (December 2023) 
  • Jefferies Financial and Santander CIB: Consumer credit, Participation in £272 million funding round in Updraft, by way of £250 million forward flow (December 2023)
  • BBVA Spark: Payroll finance, Participation in €20 million debt funding round in Payflow (September 2023)

UHNW:

  • Tom Hunter: Consumer credit, Debt participation in £800 million debt and equity funding round in Abound (May 2024)
  • Creditas / Pavel Hubacek: Consumer credit, Acquisition of Ney (September 2023)

Non-bank FI:

  • Royal London: Mortgage lending, Acquisition of Responsible Lending (December 2023)

Non-FI:

  • Etisalat: P-2-P lending, Acquisition of 63.3% of Beehive (August 2023)

PE / VC:

  • GSR Ventures and Hambro Perks: Consumer credit, Equity participation in £800 million debt and equity funding round in Abound (May 2024)
  • EDC Investments, Vistara Growth, White Owl Group and Epic Ventures: Credit-card-as-a-service, Participation in US$85 million Series C funding round in Brim Financial (April 2024)
  • Investcorp: Payroll paymentsolutions, Acquisition of majority stake in VEDA (January 2024)
  • Hassana Investment: BNPL, Participation in US$250 million Series D+ funding round in Tabby (December 2023)
  • Quilam Capital: Consumer credit, Participation in US$272 million funding round in Updraft (December 2023)
  • Wellington Management: BNPL, Participation in US$200 million Series D funding round in Tabby (November 2023)
  • eBay Ventures: BNPL, Participation in equity funding round in Zilch (October 2023)
  • Silverstripe Investment Management: Mortgage lending, Participation in US$52 million funding round in Perenna (September 2023)
  • Susquehanna Private Equity: Pre-paid debit card app for kids, Participation in US$24 million Series A funding round in HyperJar (September 2023)
  • TA Associates and Warburg Pincus: HR mobile payments, Consortium acquisition of Epassi Group (August 2023)

Market:

  • Tasheel Finance: Islamic consumer finance, Tadawul IPO (July 2024)

Smaller lenders consolidate market share 

  • Wagestream: Payroll finance / consumer credit, Acquisition of Keebo (October 2023)
  • Eleving Group: Consumer credit, Acquisition of ExpressCredit (July 2023)

Larger lenders consolidate market share 

  • ViViBanca: Payroll finance, Acquisition of Ifiver (April 2024)
  • Banco Desio e Brianza: Payroll finance, Acquisition of Dynamica Retail (January 2024)
  • Credit Agricole Consumer Finance: POS lending, Acquisition of Pledg (February 2024)
  • Banca Sistema: Pawnbroking, Acquisition of Banco Invest’s pawn loans business (November 2023)

Smaller lenders stockpile lending firepower

Market commentary:

By 2027, digital wallets are expected to comprise half of all UK e-commerce spend, worth £203.5 billion. Projections also estimate that digital wallet usage will more than double at UK point-of-sale, rising from 14% to 29%. (Finextra– March 2024)

By 2028, the BNPL userbase will increase by 107%, from 380 million users in 2024. (Finextra–March 2024)

  • Brim Financial: Credit-card-as-a-service, Successful US$85 million Series C funding round led by EDC Investments (April 2024)
  • Billink: BNPL, Successful €29.5 million funding round led by Varengold Bank (January 2024)
  • Tabby: BNPL, Successful US$700 million debt funding round led by JP Morgan (December 2023)
  • Tabby: BNPLSuccessful US$50 million Series D+ funding round led by Hassana Investment (December 2023)
  • Updraft: Consumer credit, Successful £22 million equity and debt funding round led by Quilam Capital (December 2023)
  • Tamara: BNPL, Successful US$340 million Series C funding round led by Sanabil Investments and SNB Capital (December 2023)
  • Tabby: BNPL, Successful US$200 million Series D funding round led by Wellington Management (November 2023)
  • Zilch: BNPL, Successful equity funding round led by eBay Ventures (October 2023)
  • Perenna: Mortgage lending, Successful US$52 million funding round led by Silverstripe Investment Management (September 2023)
  • Payflow: Payroll finance, Successful €20 million debt funding round led by BBVA Spark (September 2023)
  • HyperJar: Pre-paid debit card app for kids, Successful US$24 million Series A funding round led by Susquehanna Private Equity (September 2023)

Partnership model

  • Hakbah: Open banking, Open banking JV with Tarabut (December 2023)
  • Scalapay: Payments, BNPL JV with Marqeta (October 2023)

Ray of hope 

  • Mondu: BNPL,  Launch in UK, Netherlands and Austria (October 2023)

Consumer finance providers tap industrial-scale debt servicing

Sellers:

  • BNP Paribas Personal Finance: France, Disposal of €120 million of NPLs to KRUK / InvestCapital (December 2023)

Acquirers: 

  • KRUK / InvestCapital: France, Acquisition of €120 million of NPLs from BNP Paribas Personal Finance (December 2023)

Falling dominos of BNPL

Market commentary:

European fintech lending startups have racked up over €11 billion in debt facilities in 2023, but many are running unviable models and will never become profitable. (Juniper Research–April 2024)

  • Divido: BNPL, Collapse / wind-down (June 2024)
  • Laybuy: BNPL, Collapse / wind-down (June 2024)
  • ZestMoney: Consumer finance, Collapse into administration (December 2023)
  • Fronted: Consumer PropFinance, Collapse / wind-down (December 2023)
  • Block: BNPL, Shutting down of Clearpay in Spain, France and Italy (August 2023)

External intervention

Regulators:

  • UK Financial Conduct Authority: Used powers under UK Consumer Rights Act 2015 to secure changes to potentially unfair and unclear contract terms in BNPL sector (October 2023)

Governments:

  • UK Treasury: Proposed regulation of low-cost credit contracts, including Treasury Laws Amendment Bill 2024: Buy Now, Pay Later (March 2024)
  • UK Labour Party: Accusations against UK Government dragging their feet in regulating booming BNPL sector (August 2023)

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This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.

© 2024 White & Case LLP

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