New PIPE Investors Include: Tiger Global, Whale
Rock, GIC – Singapore’s Sovereign Wealth Fund, Healthcare of
Ontario Pension Plan (HOOPP) and G Squared
- Oversubscribed PIPE based on the same terms as original
transaction enterprise value of approximately $8.5 billion for
proposed merger with EJF Acquisition Corp.
- Investor support represents another vote of confidence in
Pagaya’s strategy to penetrate regional/large banks and auto
lenders and expand into new markets to capture the massive TAM
opportunity
Pagaya Technologies Ltd. (“Pagaya”), a B2B2C financial
technology company enabling its financial services partners to
serve more customers through its artificial intelligence partner
network, today announced an upsized $350 million fully committed
common equity PIPE. The PIPE will further support Pagaya’s business
plan upon the close of its pending business combination with EJF
Acquisition Corp. (NASDAQ: EJFA, EJFAU, EJFAW), previously
announced in September 2021.
“Pagaya is led by a best-in-class management team and is at the
forefront of FinTech innovation. The support of this distinguished
investor group is a vote of confidence in the company’s strategy to
penetrate what is a substantial addressable market, including
banking, consumer lending, credit cards and point-of-sale
financing,” said Manny Friedman, Chairman, EJF Acquisition
Corp.
The additional $220 million of new committed capital represents
a cornerstone investment by a premier group of long-term investors,
including Tiger Global, Whale Rock, GIC – Singapore’s Sovereign
Wealth Fund, Healthcare of Ontario Pension Plan (HOOPP) and G
Squared. To accommodate the significant demand, funds affiliated
with EJF Capital LLC reduced a portion of their allocation.
“At Pagaya we value relationships and expertise. We are
incredibly humbled to have the support of world-class, long-term
investors who share our vision,” said Gal Krubiner,
Co-Founder and CEO of Pagaya. “As we enter 2022 focused on
the continued adoption of our technology by additional large banks
and auto lenders, this incremental funding reflects an enormous
vote of confidence in our strategy and our team.”
Pagaya has entered a new market every year since 2018, starting
with personal loans and then expanding into auto loans and real
estate. This growth demonstrates the Company’s unique technology
and the ability of the business to scale across markets. The same
approach has led to significant progress in other markets such as
credit cards and point-of-sale financing. Pagaya’s growth
strengthens and reinforces its technology advantage by harnessing
additional data to achieve a continued flywheel effect over
time.
“Pagaya has created a new category as the AI backbone of the
financial ecosystem.” said Scott Shleifer, Partner, Tiger
Global. “As a result, it is one of the most attractive growth
opportunities that we’ve encountered in technology investing.”
Kristov Paulus, Partner at Whale Rock Capital Management
commented, “Pagaya’s differentiated technology and data network
strengthen over time, deepening its competitive moat. We are
excited to support the team as they expand consumers’ access to
credit and modernize the financial services industry broadly.”
"What we see in Pagaya is a combination of cutting-edge
technology applied in new and innovative ways, and an exciting
business model. We see a long-term win-win partnership in the
platform which allows us to invest in a smart and scalable manner,
and where we can also add value through the partnerships we bring,”
said Liew Tzu Mi, GIC's Chief Investment Officer for Fixed
Income.
As announced previously, Leslie Gillin, former Chief Marketing
Officer of JP Morgan Chase and President of Chase Co-Brand Card,
joined Pagaya as Chief Growth Officer, adding additional senior
level capabilities to a team focused on long-term growth with the
largest financial services partners. “I know first hand the
differentiated value we are bringing to our partners and their
customers,” said Leslie Gillin, Pagaya’s Chief Growth
Officer, “as a result, I believe the best is yet to come for
Pagaya.”
Strong Q3 Revenue Performance and Other Developments
- On November 29, 2021, Pagaya announced strong third quarter
2021 performance with $137 million in Q3 2021 revenue and $320
million in revenue year-to-date through Q3 2021, over 220% higher
than full-year 2020 revenue.1
- On October 18, 2021, Pagaya announced its new partnership with
SoFi (NASDAQ: SOFI), the digital personal finance company, to
enable SoFi to broaden members’ access to its financial products.
This partnership with SoFi is the largest deployment of Pagaya’s
technology in the fintech marketplace to date.
SPAC Transaction and PIPE Overview
The proposed business combination values Pagaya at a pro forma
implied enterprise value of approximately $8.5 billion at closing.
In addition, the transaction includes approximately $287.5 million
in gross proceeds from EJFA’s cash in trust (assuming no
redemptions) and $350 million in gross proceeds from the upsized
and fully committed PIPE. The business combination, which has been
unanimously approved by the boards of directors of both Pagaya and
EJFA, is targeted to close in early 2022, subject to shareholder
approvals and other customary closing conditions.
About Pagaya
Pagaya is a financial technology company working to reshape the
lending marketplace through machine learning, big data analytics,
and sophisticated AI-driven technology. Financial services
businesses connect with Pagaya’s network to expand their customer
base and augment their products and services by utilizing Pagaya’s
AI network. Its proprietary API integrates with partners providing
a seamless partner and user experience.
For more information on Pagaya's technology, services, and
careers, please visit www.Pagaya.com.
About EJFA
EJF Acquisition Corp. is a blank check company sponsored by EJF
Capital LLC and affiliates formed for the purpose of partnering
with a high-quality financial services business. EJFA’s management
team and Board of Directors are composed of veteran financial
service industry executives and founders, including Manny Friedman,
Chairman, Neal Wilson, Vice Chairman, Kevin Stein, Chief Executive
Officer, and Thomas Mayrhofer, Chief Financial Officer.
For more information on EJF Acquisition Corp. please visit
www.ejfacquisition.com.
Advisors
JPMorgan, UBS Investment Bank and Barclays acted as joint
placement agents on the PIPE. UBS Investment Bank is serving as
lead financial and capital markets advisor to EJFA. Barclays is
also serving as financial and capital markets advisor to EJFA.
Simpson Thacher & Bartlett LLP is serving as legal counsel to
EJFA in connection with the transaction. J.P. Morgan Securities LLC
is serving as exclusive financial advisor to Pagaya, and Skadden,
Arps, Slate, Meagher & Flom LLP and Goldfarb Seligman & Co.
are serving as legal counsel to Pagaya in connection with the
transaction.
Additional Information and Where to Find It
In connection with the proposed business combination between
Pagaya and EJFA, Pagaya intends to file a registration statement on
Form F-4 that will include a preliminary proxy statement to be
distributed to shareholders of EJFA in connection with EJFA’s
solicitation of proxies for the vote by its shareholders with
respect to the proposed business combination. After the
registration statement has been filed and declared effective by the
Securities and Exchange Commission (the “SEC”), EJFA will mail a
definitive proxy statement / prospectus to its shareholders as of
the record date established for voting on the proposed business
combination and the other proposals regarding the proposed business
combination set forth in the proxy statement. Pagaya or EJFA may
also file other documents with the SEC regarding the proposed
business combination. Before making any investment or voting
decision, shareholders and other interested persons are advised to
read, when available, the registration statement and preliminary
proxy statement / prospectus and any amendments thereto, and the
definitive proxy statement / prospectus in connection with EJFA’s
solicitation of proxies for the special meeting to be held to
approve the transactions contemplated by the proposed business
combination because these materials will contain important
information about Pagaya, EJFA and the proposed transaction.
Shareholders will also be able to obtain a copy of the preliminary
proxy statement / prospectus and the definitive proxy statement /
prospectus once they are available, without charge, at the SEC’s
website at www.sec.gov, or at Pagaya’s website at www.pagaya.com,
or by directing a request to: EJF Acquisition Corp., 2107 Wilson
Boulevard, Suite 410, Arlington, Virginia 22201.
Participants in the Solicitation
Pagaya and EJFA and their respective directors and officers may
be deemed participants in the solicitation of proxies of EJFA’s
shareholders in connection with the proposed business combination.
EJFA’s shareholders, Pagaya’s shareholders and other interested
persons may obtain, without charge, more detailed information
regarding the directors and officers of Pagaya and EJFA at Pagaya’s
website at www.pagaya.com, or in EJFA’s registration statement on
Form S-1 filed on February 18, 2021, respectively.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to EJFA’s
shareholders in connection with the proposed transaction will be
set forth in the proxy statement / prospectus for the transaction
when available. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the
proposed transaction will be included in the proxy statement /
prospectus filed with the SEC in connection with the proposed
business combination.
Forward looking Statements
This document includes “forward looking statements” within the
meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
“forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,”
“could,” “continue,” “expect,” “estimate,” “may,” “plan,”
“outlook,” “future” and “project” and other similar expressions
that predict or indicate future events or trends or that are not
statements of historical matters. Such forward looking statements
include estimated financial information. Such forward looking
statements with respect to revenues, earnings, performance,
strategies, prospects and other aspects of the businesses of EJFA,
Pagaya or the combined company after completion of the proposed
business combination are based on current expectations that are
subject to risks and uncertainties. A number of factors could cause
actual results or outcomes to differ materially from those
indicated by such forward looking statements. These factors
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Agreement and Plan of Merger providing for the
business combination (the “Agreement”) and the proposed business
combination contemplated thereby; (2) the inability to complete the
transactions contemplated by the Agreement due to the failure to
obtain approval of the shareholders of EJFA or other conditions to
closing in the Agreement; (3) the ability to meet Nasdaq’s listing
standards following the consummation of the transactions
contemplated by the Agreement; (4) the risk that the proposed
transaction disrupts current plans and operations of Pagaya as a
result of the announcement and consummation of the transactions
described herein; (5) the ability to recognize the anticipated
benefits of the proposed business combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; (6) costs related to the proposed
business combination; (7) changes in applicable laws or
regulations; (8) the possibility that Pagaya may be adversely
affected by other economic, business, and/or competitive factors;
and (9) other risks and uncertainties indicated from time to time
in other documents filed or to be filed with the SEC by EJFA. You
are cautioned not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. EJFA and Pagaya
undertake no commitment to update or revise the forward-looking
statements, whether as a result of new information, future events
or otherwise, except as may be required by law.
Any financial information or projections in this communication
are forward-looking statements that are based on assumptions that
are inherently subject to significant uncertainties and
contingencies, many of which are beyond Pagaya’s and EJFA’s
control. The inclusion of financial information or projections in
this communication should not be regarded as an indication that
Pagaya or EJFA, or their respective representatives and advisors,
considered or consider the information or projections to be a
reliable prediction of future events.
Non-Solicitation
This document is not a proxy statement or solicitation or a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or exchange, or a solicitation of an
offer to buy or exchange, the securities of Pagaya, EJFA or the
combined company, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation, sale or exchange
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
1 2020 financial information based on audited financials.
Information related to 2021 is based on unaudited financial
results.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220111005531/en/
For all Pagaya media inquiries, please reach out to ASTRSK PR at
Pagaya@astrskpr.com. For all Pagaya IR inquiries, please reach out
to ICR at PagayaIR@icrinc.com. For all EJFA media inquiries, please
reach out to Nathaniel Garnick/Kevin FitzGerald at Gasthalter &
Co. at (212) 257-4170 or pagaya@gasthalter.com.
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