Merger EJFAU

Pagaya Technologies Ltd. to merge with EJF Acquisition Corp.

, SPAC Research

Pagaya Technologies Ltd. (“Pagaya”), a financial technology company that enables financial institutions to expand access to more customers through its artificial intelligence network, and EJF Acquisition Corp. (NASDAQ: EJFA), a publicly traded special purpose acquisition company, today announced that they have entered into a definitive business combination agreement. As a result of the transaction, which values the combined company (the "Company") at an estimated enterprise value of approximately $8.5 billion at closing, Pagaya will become a publicly listed entity and trade under a new ticker symbol.

Pagaya’s fully automated proprietary A.I.-powered network enables a comprehensive solution to banks, fintechs, merchants, lenders and other B2C businesses supporting Pagaya’s partners and their customers with expanded access to financial services to deliver better financial outcomes to our partners and their customers. Founded in 2016 by Gal Krubiner, Chief Executive Officer, Avital Pardo, Chief Technology Officer, and Yahav Yulzari, Chief Revenue Officer, Pagaya’s mission is to build the leading artificial intelligence network to help financial services providers enable better outcomes. Pagaya seamlessly integrates its A.I. network technology with partners’ infrastructure through an API. Pagaya’s partners transact across several markets including unsecured consumer, 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.

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.

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. Duff & Phelps, A Kroll Business, rendered a fairness opinion to EJFA’s Board of Directors. 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.

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