Pagaya Technologies Files 8-K

TL;DR

Pagaya Tech filed an 8-K on 9/25/24 covering Reg FD, other events, and financials.

AI Summary

Pagaya Technologies Ltd. filed an 8-K on September 25, 2024, reporting on various events including Regulation FD disclosures, other events, and financial statements. The filing details the company's incorporation in Israel and provides contact information for its principal executive offices in New York.

Why It Matters

This 8-K filing provides crucial updates and disclosures for Pagaya Technologies Ltd., impacting investor understanding of the company's regulatory compliance and financial reporting.

Risk Assessment

Risk Level: low — This filing is a routine disclosure and does not appear to contain immediate negative news or significant financial distress.

Key Players & Entities

• Pagaya Technologies Ltd. (company) — Registrant
• September 25, 2024 (date) — Date of report
• 001-41430 (other) — Commission File Number
• Israel (location) — Jurisdiction of incorporation
• 90 Park Ave , 20th Floor New York , New York 10016 (address) — Principal executive offices
• ( 646 ) 710-7714 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $125 million — "Securities Act"), for the issuance of $125 million in aggregate principal amount of its Ex
• $18.75 million — option to purchase up to an additional $18.75 million aggregate principal amount of the Notes
• $100 million — the Company received a commitment for a $100 million incremental term loan (the "Incremental
• $30 m — cash interest expense by approximately $30 million, and expects to be cash flow posi

Filing Documents

• pgy-20240925.htm (8-K) — 34KB
• exhibit991445pm.htm (EX-99.1) — 5KB
• pagaya-launchpressreleasep.htm (EX-99.2) — 12KB
• exhibit991445pm001.jpg (GRAPHIC) — 52KB
• exhibit991445pm002.jpg (GRAPHIC) — 145KB
• exhibit991445pm003.jpg (GRAPHIC) — 162KB
• 0001883085-24-000140.txt ( ) — 723KB
• pgy-20240925.xsd (EX-101.SCH) — 3KB
• pgy-20240925_def.xml (EX-101.DEF) — 16KB
• pgy-20240925_lab.xml (EX-101.LAB) — 28KB
• pgy-20240925_pre.xml (EX-101.PRE) — 17KB
• pgy-20240925_htm.xml (XML) — 4KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 25, 2024, Pagaya US Holding Company LLC ("Pagaya US"), a wholly owned subsidiary of Pagaya Technologies Ltd. (the "Company"), commenced an offering (the "Offering"), pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), for the issuance of $125 million in aggregate principal amount of its Exchangeable Senior Notes due 2029 (the "Notes"). The Notes are expected to be fully and unconditionally guaranteed, on a senior unsecured basis, by the Company. In addition, Pagaya US expects to grant the initial purchasers of the Notes an option to purchase up to an additional $18.75 million aggregate principal amount of the Notes for settlement within a 13-day period beginning on, and including, the first day on which the Notes are issued. In the preliminary offering memorandum, dated September 25, 2024 (the "preliminary offering memorandum"), the Company disclosed certain information. On September 25, 2024, the Company received a commitment for a $100 million incremental term loan (the "Incremental Term Loan"), which will mature in 2029 and is subject to substantially the same terms and conditions as its term loan facility. The Company intends to use a substantial amount of the proceeds of the Incremental Term Loan to repay secured borrowings (other than borrowings under the existing credit agreement) in addition to the secured borrowings that will be repaid from the proceeds of the Offering. The Company's secured borrowings that are being paid off carry a high interest rate. By refinancing a substantial portion of the secured borrowings through the offering of the notes, the Incremental Term Loan and opportunistic sales of balance sheet securities, the Company expects to reduce its cash interest expense by approximately $30 million, and expects to be cash flow positive on an annualized basis. The Company also believes this will simplify its debt profi

01. Other Events

Item 8.01. Other Events. On September 25, 2024, the Company issued a press release announcing the Offering. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The Notes, the guarantee and any Class A Ordinary Shares of the Company deliverable upon exchange of the Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act or the securities laws of any other jurisdiction. Accordingly, the Notes are expected to be eligible for resale in the United States only to qualified institutional buyers. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Excerpts of cert ain information provided to prospective investors. 99.2 Press R elease issued by Pagay a Technologies Ltd. , dated September 25 , 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PAGAYA TECHNOLOGIES LTD. Date: September 25, 2024 By: /s/ Evangelos Perros Name: Evangelos Perros Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR