Substantially all of the proceeds to be used to repay existing
higher-cost debt facilities
Pagaya Technologies LTD. (NASDAQ: PGY) (“Pagaya” or the
“Company”), a global technology company delivering AI-driven
product solutions for the financial ecosystem, today announced that
its wholly owned subsidiary, Pagaya US Holding Company LLC (“Pagaya
US”), priced its offering of $140 million aggregate principal
amount of exchangeable senior notes due 2029 (the “notes”) in a
private offering to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”). The offering size was
increased from the previously announced offering size of $125
million aggregate principal amount of notes as a result of strong
demand on the offering. The issuance and sale of the notes is
scheduled to settle on October 1, 2024, subject to customary
closing conditions. Pagaya US also granted the initial purchasers
of the notes an option to purchase, for settlement within a period
of 13 days from, and including, the date the notes are first
issued, up to an additional $20 million principal amount of
notes.
Pagaya intends to use the net proceeds from the offering of the
notes to repay higher-cost debt facilities and reduce interest
expense costs with the remainder for general corporate purposes.
The notes will be senior, unsecured obligations of Pagaya US, and
will accrue interest at a rate of 6.125% per annum, payable
semi-annually in arrears on April 1 and October 1 of each year,
beginning on April 1, 2025. The notes will mature on October 1,
2029, unless earlier repurchased, redeemed or exchanged. Prior to
the close of business on the business day immediately preceding
July 2, 2029, the notes will be exchangeable at the option of the
holders of notes only upon the satisfaction of specified conditions
and during certain periods. On or after July 2, 2029 until the
close of business on the second scheduled trading day immediately
preceding the maturity date, the notes will be exchangeable at the
option of the holders of the notes at any time regardless of these
conditions. Subject to certain conditions, Pagaya US may settle
exchanges of the notes by paying or delivering, as applicable,
cash, Class A ordinary shares of Pagaya or a combination of cash
and Class A ordinary shares of Pagaya, at the election of Pagaya
US. The notes will be fully and unconditionally guaranteed, on a
senior unsecured basis, by Pagaya.
The initial exchange rate is 71.4669 Class A ordinary shares of
Pagaya per $1,000 principal amount of notes, which represents an
initial exchange price of approximately $13.99 per Class A ordinary
share of Pagaya. The initial exchange price represents a premium of
approximately 45% over the last reported sale price of $9.65 per
Class A ordinary share of Pagaya on September 26, 2024. The
exchange rate and exchange price will be subject to adjustment upon
the occurrence of certain events. If a “make-whole fundamental
change” (as defined in the indenture for the notes) occurs, Pagaya
US will, in certain circumstances, increase the exchange rate for a
specified time for holders who exchange their notes in connection
with that make-whole fundamental change.
The notes will not be redeemable prior to October 5, 2027. The
notes will be redeemable, in whole or in part (subject to certain
limitations on partial redemptions), for cash at the option of
Pagaya US at any time, and from time to time, on or after October
5, 2027 and on or before the 41st scheduled trading day immediately
before the maturity date, but only if the last reported sale price
per Class A ordinary share of Pagaya exceeds 130% of the exchange
price for a specified period of time and certain other conditions
are satisfied. The redemption price will be equal to the principal
amount of the notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date. If Pagaya
US calls any or all notes for redemption, holders of notes called
for redemption may exchange their notes during the related
redemption exchange period, and any such exchange will also
constitute a “make-whole fundamental change” with respect to the
called notes so exchanged.
If a “fundamental change” (as defined in the indenture for the
notes) occurs, then, subject to a limited exception, noteholders
may require Pagaya US to repurchase their notes for cash. The
repurchase price will be equal to the principal amount of the notes
to be repurchased, plus accrued and unpaid interest, if any, to,
but excluding, the applicable repurchase date.
The offering price of the notes is 95% of the principal amount
of notes. Pagaya estimates that the net proceeds from the offering
will be approximately $128.1 million (or approximately $146.5
million if the initial purchasers exercise their option to purchase
additional notes in full), after deducting the initial purchasers’
discounts and commissions and Pagaya’s estimated offering
expenses.
The offer and sale of the notes, the guarantee and any Class A
ordinary shares of Pagaya deliverable upon exchange of the notes
have not been, and will not be, registered under the Securities Act
or any other securities laws, and the notes and any such shares
cannot be offered or sold except pursuant to an exemption from, or
in a transaction not subject to, the registration requirements of
the Securities Act and any other applicable securities laws. This
press release does not constitute an offer to sell, or the
solicitation of an offer to buy, the notes or any Class A ordinary
shares of Pagaya deliverable upon exchange of the notes, nor will
there be any sale of the notes or any such shares, in any state or
other jurisdiction in which such offer, sale or solicitation would
be unlawful.
About Pagaya Technologies
Pagaya (NASDAQ: PGY) is a global technology company making
life-changing financial products and services available to more
people nationwide, as it reshapes the financial services ecosystem.
By using machine learning, a vast data network and an AI-driven
approach, Pagaya provides consumer credit and other products for
its partners, their customers, and investors. Its proprietary API
and capital solutions integrate into its network of partners to
deliver seamless user experiences and greater access to the
mainstream economy.
Cautionary Note On Forward-Looking Statements
This press release includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, that involve risks and uncertainties. These
forward-looking statements give our expectations or forecasts of
future events and can generally be identified by the words
“anticipate,” “believe,” “continue,” “can,” “could,” “estimate,”
“expect,” “intend,” “may,” “opportunity,” “future,” “strategy,”
“might,” “outlook,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “strive,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions. These
statements are based on the Company’s current beliefs and
expectations. Such forward-looking statements include, but are not
limited to, statements regarding the completion of the offering and
the expected amount and intended use of the net proceeds. Actual
results may differ from those set forth in this press release due
to the risks and uncertainties associated with market conditions
and the satisfaction of customary closing conditions related to the
offering and the other risks and uncertainties described in the
Company’s filings with the SEC, included under the heading “Risk
Factors” in the Company’s Annual Report on Form 10-K and any
subsequent filings with the SEC. These forward-looking statements
involve known and unknown risks, uncertainties and other important
factors that may cause the Company’s actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. These forward-looking statements
reflect the Company’s views with respect to future events as of the
date hereof and are based on assumptions and subject to risks and
uncertainties. The Company may not consummate the offering
described in this press release and, if the offering is
consummated, cannot provide any assurances regarding its ability to
effectively apply the net proceeds as described above. Given these
uncertainties, investors should not place undue reliance on these
forward-looking statements. The forward-looking statements made as
of the date hereof reflect the Company’s current beliefs and are
based on information currently available as of the date they are
made, and the Company assumes no obligation and does not intend to
update these forward-looking statements. All forward-looking
statements are qualified in their entirety by this cautionary
statement, which is made under the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.
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