Sixty Percent Now, the Rest by Formula: What Grab's Atome Deal Teaches Sellers

On September 15, Grab Holdings, the Nasdaq-listed Southeast Asian ride-hailing, delivery, and financial services company, agreed to acquire a controlling 60 percent stake in Atome Financial, a consumer lender backed by SoftBank Vision Fund 2, Warburg Pincus, and Ares, for $1.49 billion in cash. Grab will buy the other 40 percent roughly two years after the first closing, not at a fixed price but at a valuation computed from Atome's earnings and revenue at the time, with a $2.0 billion floor and a $4.5 billion cap. Public companies rarely disclose this much of a staged deal's arithmetic. For owners weighing an offer to sell control now and the rest later, it is a useful map.

What was announced

Atome Financial is the lending arm of Advance Intelligence Group, a Singapore company founded in 2018. It offers buy now, pay later financing, consumer cash loans, and cards across Singapore, Malaysia, the Philippines, Indonesia, and Thailand, and has served 25 million cumulative users through more than 30,000 merchant brands. According to DealStreetAsia, it generated about $470 million of revenue in 2025, up roughly 80 percent, and posted its second consecutive year of pre-tax profit. Its gross loan portfolio is about $1 billion.

The deal comes in two phases. In Phase 1, Grab pays $1.49 billion in cash for 60 percent of the equity, funded from its existing cash. Of that amount, $260 million is primary growth capital that goes into Atome's balance sheet rather than to the selling shareholders. Grab will consolidate Atome into its financial services segment, and Atome's management team stays in place. Closing is expected by the third quarter of 2027, after regulatory approvals in five markets.

In Phase 2, approximately two years after the first closing, Grab buys the remaining 40 percent from Advance Intelligence Group and the other sellers. The price is a formula: 13 times annualized adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization, with agreed one-time items removed) weighted at 75 percent, plus 2.5 times annualized revenue weighted at 25 percent, both measured over the six months immediately before the second closing. The resulting equity value cannot fall below $2.0 billion or exceed $4.5 billion. At least half of the Phase 2 consideration will be paid in cash, which leaves room for the balance to come in Grab shares.

Where the money goes at the first closing

The first thing to separate in any staged deal is the headline number from the check the sellers receive. Paying $1.49 billion for 60 percent implies an equity value of about $2.48 billion for the whole company after the new money goes in. But $260 million of that is primary capital. The sellers receive about $1.23 billion at closing; the rest funds Atome's loan book.

That distinction matters for two reasons. First, it changes the effective price. Strip out the primary capital and the buyer is paying roughly $2.22 billion for the business as it exists today. Second, it changes what the sellers still own. Their remaining 40 percent is a stake in a better-capitalized business, which is the point, but it is also a stake in a business the buyer now controls and consolidates. Middle-market owners see the same trade when a private equity platform buys 70 percent of a company and puts fresh capital in for acquisitions: the second bite is only worth more if the capital is deployed well, and the owner no longer decides how.

The implied $2.48 billion valuation is about 5.3 times Atome's 2025 revenue, on a business that grew 80 percent last year and only recently turned profitable before tax. Whether that is rich or fair depends on earnings two years from now, which is why the second leg is priced later.

How the second leg is priced

A formula with a floor and a cap is a way for two sides who disagree about the future to sign anyway. The sellers presumably believe Atome will keep compounding and want to be paid for it. Grab is willing to pay for growth it can see, not growth it is asked to assume. The formula settles the argument by deferring it.

The bounds tell you what each side negotiated. The $2.0 billion floor is about 81 percent of the Phase 1 implied valuation. Even if Atome's earnings disappoint, the sellers receive at least $800 million for their 40 percent once the closing conditions are met, a downside protection they would not have under a pure earnout. The $4.5 billion cap is about 1.8 times the Phase 1 valuation and limits Grab's payment for the final 40 percent to $1.8 billion no matter how well the business performs. Grab's press release describes the cap as limiting exposure to a low-probability outsized outcome. Sellers should read the same sentence from the other direction: the upside above $4.5 billion belongs to the buyer.

Add the pieces together and Grab will pay between $2.29 billion and $3.29 billion for all of Atome, spread over roughly three years from signing. The sellers know the minimum and maximum today. Where they land inside that range depends on numbers produced under the buyer's ownership.

Two design details are worth noting. The measurement window is six months, annualized, so a strong or weak half-year swings the price. And with 75 percent of the weight on an EBITDA multiple, the formula pays for profit, not scale. A version of Atome that grows revenue quickly but spends to do it would be valued mostly on the smaller number.

What the seller gives up during the measurement period

The hardest part of a staged sale is the period between the two closings. The seller has given up control but has not been paid in full, and the price of the remainder will be calculated from financial statements the buyer now prepares.

After Phase 1, Grab consolidates Atome, so Atome's accounting policies, cost allocations, and intercompany arrangements sit inside Grab's reporting. Grab intends to cross-sell Atome's products to its 54 million monthly users and to push its own products through Atome's merchant network. Each arrangement has a transfer price: how much revenue Atome books when a Grab customer takes an Atome loan, what Atome pays Grab for distribution, and which entity carries the credit losses. Each decision moves Atome's adjusted EBITDA, which is 75 percent of the Phase 2 formula.

None of this implies bad faith. Grab owns 60 percent and wants Atome to succeed. But the buyer's interest and the seller's interest diverge at the margin, and the documents are where that gap gets closed. Sellers in a structure like this typically negotiate a fixed definition of adjusted EBITDA with accounting policies frozen as of signing, a list of permitted add-backs, operating covenants requiring the business to be run in the ordinary course, limits on management fees and shared-services charges, a right to audit the calculation, and a dispute mechanism that sends disagreements to an independent accountant rather than a courtroom. Atome's management staying in place helps, since the people producing the numbers built the business. That protection lasts only as long as they do.

The form of payment is the other open question. Phase 2 will be at least 50 percent cash, which means up to half could be Grab stock. Grab shares are liquid, but they have traded far below the company's 2021 listing valuation, and a seller receiving stock in 2029 is taking a view on Grab's price at that moment. Sellers who accept shares in a second leg usually want a pricing collar, registration rights, and a clear answer on lock-ups.

What to watch next

Grab's filings after the first closing will show how the obligation to buy the remaining 40 percent is carried on its balance sheet. The more useful signal for private owners will come from the middle market, where the majority recapitalization with a formula-priced remainder is already common and where buyers have been leaning on deferred and contingent consideration to bridge valuation gaps. The same features Grab disclosed, a floor, a cap, a short measurement window, and a mixed-consideration second leg, show up in term sheets for $30 million companies. Knowing which of those features favors the buyer and which favors the seller is the difference between a structure that works and one that quietly reprices the deal after signing.