BNPL vendor Splitit moves to go private in exchange for fresh funds

As the buy now, pay later (BNPL) market continues on its slow decline, one of the major players, Splitit, is embarking on an effort to reorganize and pivot.

Splitit today announced that it has a $60 million “capital commitment” from strategic investors including Thorney Investment Group, Parea Capital and Motive Partners. Bringing the startup’s total raised to around $350 million (assuming the deal goes through), the proceeds will be put toward growth and “supporting the execution of its strategic plan,” according to managing director and CEO Nadan Sheth.

“This new investment will enable us to strengthen our balance sheet, fuel our geographic expansion, strengthen our ability to attract large and sophisticated clients, invest in strategic partnerships and further develop our innovative white label Installments-as-a-service,” Sheth added in an email to TechCrunch.

But while the capital promises to provide a much-needed infusion for Splitit, the commitment — or commitments, rather — have unusually stringent terms attached.

Motive will supply $50 million ($0.20 per preferred share) in two tranches — $25 million each.

For the first $25 million, Splitit will have to delist from the Australian Securities Exchange (ASX), where it went public in 2019, at the approval of its shareholders and re-incorporate as a private entity based in the Cayman Islands. Splitit, which is headquartered in Atlanta, Georgia, with satellite offices in London and Israel, is registered in Australia as a foreign corporation, which enabled it to list on ASX in the first place.

Why the Cayman Islands? Presumably, because it’s historically acted as a haven for multinational corporations to shield some — or all — of their incomes from taxation. Unlike many countries, the Islands don’t impose corporate income taxes, capital gains, payroll taxes or other direct taxes on startups based there.

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For the second $25 million from Motive, Splitit will have to achieve certain undisclosed 2023 full-year financial performance milestones — milestones that Sheth says that the company is on track to exceed.

Should shareholders vote to delist Splitit from ASX, they’ll be given the choice of retaining ownership in Splitit as a private company or trading their remaining shares on ASX prior to Spliti’s delisting. Sheth defended the move, arguing that Splitit has long been undervalued.

“Delisting is critical because it gives us flexibility in terms of future capital needs and represents the best opportunity to create long-term value for Splitit’s existing shareholders,” he said. “It significantly strengthens our balance sheet and allows the team to focus on our white-label product strategy, innovation and our tier-one global distribution partners.”

Thorney Investment Group and Parea Capital will supply $10 million of the $60 million in commitments in the form of a convertible note, a form of debt that can convert to equity at a future date.

Founded in 2012, Splitit began as a traditional BNPL company focused on the consumer market. But in 2022, Splitit ditched its consumer business to launch a white-label installment payments platform for merchants.

Sheth asserts the move paid off, pointing to increased revenues from 2022 to 2023. But given the company’s drastic transformation, it’s not clear that’s true.

Splitit — like most of its BNPL competition, consumer-focused or no — suffered from a pullback in investment last year as macroeconomic conditions threatened the fundamental business model. Klarna, once Europe’s most valuable VC-backed company, suffered an 85% valuation cut from, while public companies like U.S.-based Affirm and Australia’s Zip saw their share prices plummet — over 77% and 89%, respectively, from January to July 2022.