Pinheiro Neto advises on Tilt-Blipay deal
Tilt Finance, through its wholly owned subsidiary Project Bluebird, has completed the acquisition of 100% of the outstanding quotas of Blipay Intermediação de Negócios e Tecnologia, a Brazilian financial technology company operating as a salary advance lender. The sellers were the eleven individual shareholders of Blipay. Pinheiro Neto Advogados represented both the target company and the buyer in the transaction.
The aggregate upfront purchase price for the acquisition was approximately USD 60 million, split between roughly USD 20.3 million in cash and approximately USD 39.7 million in newly issued shares of Tilt Finance common stock. The price was determined on a cash-free, debt-free basis, factoring in a normalized level of working capital, and remains subject to customary post-closing adjustments tied to Blipay’s net debt and net working capital as of closing.
Beyond the upfront consideration, Blipay’s founders may receive performance-linked equity in Tilt Finance common stock valued at up to USD 85 million, contingent on gross profit growth targets over a three-year period following closing. The earn-out will be measured through year-over-year increases in Blipay’s trailing twelve-month gross profit, subject to a floor of BRL 216.78 million. Tilt Finance also agreed to set up a USD 2.5 million cash retention pool aimed at retaining key employees post-closing.
The transaction was subject to customary closing conditions, including the absence of legal impediments, board approvals, accuracy of representations and warranties, and execution of employment agreements by key personnel. The agreement is governed by Brazilian law, with disputes to be resolved through arbitration.
Pinheiro Neto Advogados fielded separate teams for each side of the transaction. Fernando Mirandez Del Nero Gomes, partner (pictured left), and Vanessa Mattos Jacob Heck, counsel, advised Blipay, while Bruno Balduccini, partner (pictured right), and Catharina Fávero Mirandola, associate, advised Tilt.
