Transaction Overview - CommerceOne Financial Corporation (C1) will acquire Green Dot Corporation (GDOT), and then sell GDOT's Embedded Finance business (OpCo) to affiliates of Smith Ventures LLC[14] - GDOT shareholders will receive $811 per share in cash plus 02215 shares of C1 for every share of GDOT, with an illustrative total value per share of $1423 – $1918[14] - The OpCo will be sold for $690 million in cash, including $65 million of Unsecured Notes, with $155 million contributed to BankCo for regulatory capital purposes[14] Financial Highlights and Synergies - The transaction unlocks significant value for shareholders by realizing upfront value for embedded finance assets and providing upside potential via participation in the bank sponsorship platform[18] - GDOT shareholders will have approximately 72% ownership in the combined BankCo, sharing in the value creation opportunity[10, 20] - The combined BankCo is projected to have approximately $490 million in tangible book value (TBV)[10, 20] - The long-term commercial arrangement allows the combined BankCo to benefit from the Embedded Finance OpCo via an attractive, recurring fee structure, projected at ~$30 million+ annually[42, 44] Pro Forma Institution and Market Opportunity - The pro forma institution aims to create a balanced, multi-faceted banking platform combining CommerceOne's relationship-driven origination with Green Dot Bank's (GDB) efficient deposit strategy[24, 30] - The embedded finance market presents a $230 billion+ opportunity, with a 20% CAGR projected from 2023A to 2027E[36, 39]