Wachtell Lipton Advises Green Dot on Two-Part Sale to Smith Ventures and CommerceOne

Wachtell, Lipton, Rosen & Katz advised Green Dot Corporation in connection with definitive agreements under which Smith Ventures and CommerceOne Financial Corporation will acquire Green Dot’s business and bank, respectively. On November 24, 2025, Green Dot Corporation (NYSE: GDOT) announced definitive transaction agreements implementing an innovative, two-part sale following a more than six-month review of strategic alternatives. Under the agreements, Smith Ventures, a private equity firm focused on growth equity and control buyouts of technology companies, will acquire and privatize Green Dot’s non-bank financial technology business assets and operations; that business will continue to operate as an independent, growth-focused fintech and embedded finance company. CommerceOne Financial Corporation, the parent of CommerceOne Bank, will acquire Green Dot Bank and, pursuant to a long-term commercial agreement, will serve as the fintech’s exclusive issuing bank. The transaction will provide significant cash to Green Dot shareholders upon closing and results in an aggregate 72% ownership stake in the combined, publicly traded CommerceOne holding company. The implied aggregate transaction value is estimated to be up to $1.1 billion. Wachtell, Lipton, Rosen & Katz served as legal advisor to Green Dot. Wachtell, Lipton, Rosen & Katz represented Green Dot Corporation with a team composed by: Corporate: Edward D. Herlihy, Partner; Matthew M. Guest, Partner; David M. Adlerstein, Of Counsel; Matthew T. Carpenter, Associate; Michael P.E. Dooley, Associate; Claire Y. Yang, Associate; Andy Kwon, Law Clerk. Bank Regulatory: Richard K. Kim, Partner; Ledina Gocaj, Counsel. Executive Compensation and Benefits: Jeannemarie O'Brien, Partner; Tallulah R. Tepper, Associate. Tax: Joshua M. Holmes, Partner; Chelsea E. Garber, Associate. Antitrust: Christina C. Ma, Partner; Amelia R. Wrigley, Visiting Attorney. Finance: Emily D. Johnson, Partner; Sumita Ahuja, Counsel. Intellectual Property: Justin R. Orr, Counsel.

Wachtell Lipton Advises Green Dot on Two-Part Sale to Smith Ventures and CommerceOne

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