Growth Capital

A long-standing client of our emerging companies practice, Zopa has been bringing innovation and disruption to the UK financial services sector for nearly 20 years. With a long list of impressive firsts to their name (including building the first ever peer-to-peer lending platform), Zopa is one of the most respected neo banks in Europe.

We have supported Zopa as it has hit many of its most important milestones, including achieving its UK banking licence; successive funding rounds; gaining unicorn status; product launches; and a number of strategic transactions. Throughout that time, we have provided Zopa with mark-leading regulatory advice to help ensure it can disrupt markets in a nuanced and effective manner. For our part we have risen to the challenge set by Zopa of tailoring our support to guarantee that budgets are met innovative transaction are closed swiftly and effectively.

Our story with Zopa is typical of the relationships we aim to build with all of our fast growth clients. Seeking to be an extension of the in-house team, we’re proud to have been at their side securing the big wins regardless of market conditions. We are excited to see what comes next for the business and look forward to joining it as it continues to score successes where others might struggle.

A&O advised Dai-ichi Life on its GBP 75m Series C investment into YuLife. The company is a regulated insurtech that offers life insurance with a focus on digitization and gamification of employee well-being. The deal valued YuLife at USD 800m.

We helped Dai-Ichi London and Tokyo teams, as a strategic investor, to negotiate exit and future investment rights with YuLife’s management and existing VC investors including Creandum, LocalGlobe, Target Global, Latitude, Anthemis, OurCrowd, Notion, MMC and Eurazeo. They sought to maximise flexibility around future fundraising and exit options. 

We also conducted a due diligence review, especially on insurance regulation, distribution and agency agreements, data protection and IP. We also assessed YuLife’s plans to expand and use AI technologies as part of future product offerings.

A key component of the transaction was to establish a collaborative relationship between Dai-ichi and YuLife. This was achieved through securing secondment opportunities and thought leadership collaborations, including tech-sprint workshops and advisory arrangements. Each required careful consideration of antitrust issues and involved the preparation of protocols and guidance for our client.

We also advised on foreign direct investment regimes in the UK and Japan.

Ongoing incentivisation of key management was also a significant deal feature, in view of the existing status of management share vesting / later stage fundraising and the secondary sales of management shares to be purchased by Dai-Ichi as part of its investment.

The transaction was also structured around an internal reorganisation of the YuLife group, which saw the implementation of a new holding company and flip up of shareholdings between an extended signing and close, pending receipt of regulatory consent.

Allen & Overy advised Checkout.com, the global leader in online payment solutions, on securing $1 billion in a Series D funding round that values the company at $40 billion. The deal made it one of Europe’s most valuable tech companies and the fourth-largest fintech globally.

The round was led by Altimeter, Dragoneer, Franklin Templeton, GIC, Insight Partners, the Qatar Investment Authority, Tiger Global, The Oxford Endowment Fund, and another large west coast mutual fund management firm. These investors joined existing backers such as Coatue, DST Global, Blossom Capital, Greenoaks Capital, and Endeavor Catalyst.

Allen & Overy advised Checkout.com on the transaction, drawing on its deep expertise in fintech, capital markets, and cross-border transactions.

The Series D funding round follows a remarkable year of growth for Checkout.com. Its revenue doubled, and its transaction volume tripled for the third consecutive year. Checkout.com now processes over $100 billion in payments annually.

Their clients include Netflix, FarFetch, Grab, NetEase, Pizza Hut, Shein, Siemens and Sony. They also work with fintech unicorns such as Klarna, Qonto, Revolut and WorldRemit.

A&O’s emerging growth and venture capital team was tasked by one client to design and implement a global venture investing programme to help foster and further innovation within its business. Before A&O was engaged, the client was managing multiple firms across several different geographies, leading to inconsistent results both in terms of negotiated deal outcomes and legal budgets.

We began by engaging in an in-depth assessment of the client’s key expectations and aims from its venture investing; the level of risk it was happy to consider; and the budgets available for each deal. This provided a framework in which we were able to design a standard scope for due diligence, model forms for regularly used documents and a rubric for teams around the world to ensure consistency of approach, reporting and negotiation regardless of the jurisdiction involved.

We are now proud to advise this client on investments around the world in technologies as diverse as AI models for procurement through to automated house-building. Economies of scale have meant fees have been brought down on day-to-day matters (for example simple convertible instruments) meaning that there is more budget available for complex engagements.

Before each engagement, deal teams agree with the client whether the target warrants a light touch, medium or thorough diligence and to what extent A&O will be required to prepare first drafts of transaction documents (in situations where the target does not benefit from sophisticated advice, it sometimes makes sense for investor counsel to do the drafting, although this comes at a higher cost). This approach has ensured that our knowledge of the client’s preferred positions has got deeper with each deal and speed of execution has increased.

Few firms offer the scale and depth of experience that A&O brings to the table and relationships such as this are important evidence of that fact.