auto, credit card, point-of-sale, and real estate markets, and Pagaya has the goal of expanding, with plans to offer credit solutions for mortgages and insurance related products, among other data-rich markets.
Pagaya has developed the technology, data and network that seamlessly enables better financial outcomes for both its partners and their customers. Pagaya’s partners benefit by acquiring and converting more customers, building brand affinity, all in a highly efficient manner.
Upon closing of the transaction, Pagaya’s seasoned management team will continue to lead the Company. Manny Friedman, Chairman, EJFA and Co-Chief Executive Officer & Co-Chief Investment Officer, EJF Capital LLC, who bring more than 40 years of financial services experience, will join the Company’s Board.
Mr. Friedman commented, “We are proud to be partnering with Pagaya. The company’s impressive technology and proprietary A.I. network has meaningfully expanded access to financial services for consumers who are often left behind. Moreover, we believe that EJF’s unparalleled relationships and expertise across the banking and financial services sector will help accelerate Pagaya’s penetration in this large and fragmented sector.”
“This is an important milestone not just for us, but also for our partners, their customers and the broader financial services industry,” said Gal Krubiner, Co-Founder and CEO of Pagaya. “Legacy systems are historically fractured and inefficient. We identified a significant opportunity to address the inefficiencies of the current system by constructing a network powered by our proprietary A.I. technology. Our combination with EJFA allows Pagaya to combine our expertise with EJF’s deep financial experience. Together, we can continue to expand a leading artificial intelligence network to help our partners grow their businesses and better serve their customers.
Kevin Stein, CEO of EJFA, said, “Pagaya has proven its business model, achieved scale, and reached profitability, which is a testament to the strength of Gal’s leadership and the value Pagaya provides its partners. We look forward to supporting the Pagaya team to create substantial long-term value for shareholders, while democratizing access to financial services.”
Transaction Summary
The transaction values the Company at a pro forma implied enterprise value of approximately $8.5 billion at closing. The transaction includes $288 million in gross proceeds from EJFA’s cash in trust (assuming no redemptions) and $200 million in gross proceeds from a fully committed private placement in public equity (“PIPE”) from entities associated with EJFA that will close concurrently with the business combination. Additional targeted financing transactions or assignments may be considered.
Existing Pagaya equity holders, including current investors and employees of the firm, are expected to retain an approximately 94% ownership stake in the Company. 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.
Additional information about the business combination, including a copy of the definitive agreement, will be provided in a Current Report on Form 8-K to be filed by EJFA with the Securities and Exchange Commission and available at www.sec.gov.