Bredin Prat advises Iris Financial in connection with its combination with Younited SA

Bredin Prat is advising Iris Financial, a Euronext Amsterdam-listed special purpose acquisition company (SPAC) focused on the financial services sector, in connection with its combination with Younited, a European credit institution which is the leading instant credit provider in Europe.

The combination will be implemented by way of a contribution, by Younited’s shareholders, of their Younited shares to Iris Financial in consideration for newly-issued Iris Financial shares to be admitted to trading on Euronext Paris and Euronext Amsterdam. Upon completion of the transaction, Younited will become a subsidiary of Iris Financial, which will remain listed on Euronext Amsterdam while applying for an additional listing on Euronext Paris. At completion of the combination, Iris Financial will inject between €150 and €200 million of capital into Younited, enabling Younited to increase its Common Equity Tier 1 capital. Iris Financial will migrate from the Cayman Islands to the Grand Duchy of Luxembourg prior to the completion of the combination.

Subject to certain adjustments, current Younited shareholders and management are expected to own 60% of the combined entity, and Iris Financial shareholders (including its sponsor, Ripplewood Holdings I LLC) are expected to own 40% of the post-transaction pro-forma capital. Iris Financial shareholders (including its sponsor) will also hold a certain number of equity warrants which are exercisable against additional shares of the combined entity in the future.

The combination is expected to close in the course of Q4 2024, subject to satisfaction of other regulatory and customary closing conditions.

The Bredin Prat team advising Iris Financial is as follows:

• Corporate: Kate Romain and Emmanuel Masset (partners), Ferdinand Barbé and Sarah Wooding (on secondment from Slaughter and May)
• Financial services and insurance regulation: Bena Mara (counsel), Arnaud Caillat, Mélanie Baraghid, Matthias Aydin
• Capital markets: Olivier Saba (partner), Douceline Chabord (counsel) and Thierry Nkiliyehe
• Tax law: Jean-Baptiste Frantz (partner), Pauline Belleau
• Employment law: Caroline Combes

Iris Financial was also advised by Cravath, Swaine & Moore LLP and by NautaDutilh.