Pagaya Technologies Ltd. Files 8-K with Agreements and Sales

Ticker: PGYWW · Form: 8-K · Filed: Oct 1, 2024 · CIK: 1883085

Pagaya Technologies Ltd. 8-K Filing Summary
FieldDetail
CompanyPagaya Technologies Ltd. (PGYWW)
Form Type8-K
Filed DateOct 1, 2024
Risk Levelmedium
Pages11
Reading Time13 min
Key Dollar Amounts$160 million, $30 m, $20 million, $1,000, $13.99
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, corporate-action

TL;DR

Pagaya filed an 8-K detailing new agreements, terminations, and equity sales on Sept 25th.

AI Summary

On September 25, 2024, Pagaya Technologies Ltd. entered into a material definitive agreement and also terminated a material definitive agreement. The company also reported unregistered sales of equity securities. The filing details events related to these actions.

Why It Matters

This filing indicates significant corporate actions, including new agreements and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, terminations, and unregistered sales of equity, suggesting potential shifts in the company's financial and operational landscape.

Key Players & Entities

  • Pagaya Technologies Ltd. (company) — Registrant
  • September 25, 2024 (date) — Date of earliest event reported
  • 001-41430 (other) — Commission File Number

FAQ

What was the nature of the material definitive agreement entered into by Pagaya Technologies Ltd. on September 25, 2024?

The filing indicates the entry into a material definitive agreement, but the specific details of this agreement are not provided in the provided text.

What led to the termination of a material definitive agreement by Pagaya Technologies Ltd. on September 25, 2024?

The filing states that a material definitive agreement was terminated, but the reasons for this termination are not detailed in the provided text.

What type of equity securities were sold by Pagaya Technologies Ltd. on September 25, 2024, and were they registered?

The filing reports unregistered sales of equity securities on September 25, 2024, but does not specify the exact type or quantity of securities sold.

What is the Commission File Number for Pagaya Technologies Ltd.?

The Commission File Number for Pagaya Technologies Ltd. is 001-41430.

Where is Pagaya Technologies Ltd. incorporated?

Pagaya Technologies Ltd. is incorporated in Israel.

Filing Stats: 3,159 words · 13 min read · ~11 pages · Grade level 16 · Accepted 2024-10-01 17:02:58

Key Financial Figures

  • $160 million — chnologies Ltd. (the "Company"), issued $160 million aggregate principal amount of its 6.125
  • $30 m — cash interest expense by approximately $30 million, and expects to be cash flow posi
  • $20 million — Notes issued on October 1, 2024 include $20 million principal amount of Notes issued pursua
  • $1,000 — rice" (as defined in the Indenture) per $1,000 principal amount of Notes for each trad
  • $13.99 — initial exchange price of approximately $13.99 per Class A Ordinary Share). The exchan
  • $50.0 million — f the outstanding Notes unless at least $50.0 million aggregate principal amount of Notes are
  • $24,500,000 — btedness for borrowed money of at least $24,500,000 in each case where such default is not

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On October 1, 2024, Pagaya US Holding Company LLC ("Pagaya US"), a wholly owned subsidiary of Pagaya Technologies Ltd. (the "Company"), issued $160 million aggregate principal amount of its 6.125% Exchangeable Senior Notes due 2029 (the "Notes"), in connection with the purchase agreement dated September 26, 2024 (the "Purchase Agreement") with Jefferies LLC, Keefe, Bruyette & Woods, Inc. and Oppenheimer & Co. Inc., as representatives (the "Representatives") of the initial purchasers (the "Initial Purchasers"). 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. By refinancing a substantial portion of the secured borrowings through the offering of the Notes, together with the Company's expected incremental term loan and expected sales of balance sheet securities, each of which was announced by the Company in its Form 8-K filed with the Securities and Exchange Commission on September 25, 2024, 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 Notes will be issued pursuant to an Indenture dated October 1, 2024 (the "Indenture"), among Pagaya US, the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The Notes issued on October 1, 2024 include $20 million principal amount of Notes issued pursuant to the full exercise by the Initial Purchasers of such Option. The Notes will bear interest from October 1, 2024 at a rate of 6.125% per annum, payable semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025. The Notes will mature on October 1, 2029 (the "maturity date"), unless earlier repurchased, redeemed or exchanged. The Notes are exchangeable for cash, Class A Ordinary Shares (the "Class A

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement On September 25, 2024, the Company terminated its ordinary shares purchase agreement, dated as of August 17, 2022, between the Company and B. Riley Principal Capital II, LLC ("B. Riley") (the "Ordinary Shares Purchase Agreement"). Pursuant to the termination agreement (the "Termination Agreement") of the Ordinary Shares Purchase Agreement, B. Riley confirmed that they do not own any securities of the Company and further agreed that the covenants and agreements of the Company contained in Article VI (Additional Covenants) of the Ordinary Shares Purchase Agreement shall cease to remain in force.

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities See Item 1.01 above regarding the Purchase Agreement, which is incorporated by reference herein. The Notes were sold to the Initial Purchasers pursuant to the Purchase Agreement in reliance on the exemption from the registration requirements provided by Section 4(a)(2) of the Securities Act and the Notes were resold to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A of the Securities Act. Pagaya US and the Company relied on these exemptions from registration based in part on representations made by the Initial Purchasers. The offer and sale of the Notes, the Guarantee and the Class A Ordinary Shares issuable 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 such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. A maximum of 16,580,304 Class A Ordinary Shares if the Initial Purchasers exercise the option to purchase additional Notes in full) may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 103.6269 Class A Ordinary Shares per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions. To the extent that any of the Class A Ordinary Shares are issued upon exchange of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof. This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

01. Other Events

Item 8.01. Other Events. Press Releases On September 26, 2024, the Company issued a press release announcing the pricing of the offering. A copy of the press release is filed herewith as Exhibit 99.1.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the offering of the Notes, the potential dilution to the Company's Class A Ordinary Shares and the anticipated use of net proceeds from the offering. Our use of the words "anticipate," "believe," "estimate," "expect," "intend," "may," "will" and similar expressions are intended to identify forward-looking statements. The events described in our forward-looking statements are subject to a number of risks and uncertainties, assumptions and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by the forward-looking statements. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from those expressed or implied by these forward-looking statements. For a discussion of risk factors that may cause the Company's actual results to differ from those expressed or implied in the forward-looking statements in this Report, you should refer to the Company's filings with the U.S. Securities and Exchange Commission, including the "Risk Factors" section contained therein. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You should, therefore, not rely on these forward-looking statements as representing the Company's views as of any date subsequent to the date of this Report. (d) Exhibits Exhibit No. Description 4.1 Indenture, dated as of October 1, 2024, by and among the Company, Pagaya US and the Trustee 4.2 Form of Global Note, representing Pagaya US's 6.125% Exchangeable Senior Notes due 2029 (included as Exhibit A

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: October 1, 2024 By: /s/ Evangelos Perros Name: Evangelos Perros Title: Chief Financial Officer

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