Pagaya Technologies Ltd entered into a definitive business combination agreement to acquire EJF Acquisition Corp. from EJF Capital LLC and others in a reverse merger transaction.
Post completion, in combined company 93.8% of the stake will be held by existing Pagaya shareholders, 3.2% of the stake will be held by EJFA shareholders, 2.2% of the stake will be held by PIPE shareholders and 0.8% of the stake will be held by EJFA sponsor shares. EJFA will become a wholly owned subsidiary of Pagaya and Pagaya will become a publicly traded company and Pagaya's Class A ordinary shares and warrants are expected to be listed on The Nasdaq Global Market under the ticker symbols PGY and PGYWW, respectively. 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 will join the Pagaya Technologies Ltd Board. The transaction is subject to shareholder approvals from Pagaya and EJF, EJF shall have at least $5 million of net tangible assets and cash shall equal or exceed $200 million following any SPAC Shareholder Redemption, the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, the Class A Ordinary Shares and Warrants shall be approved for listing upon the closing on the NASDAQ, the expiration or termination of waiting period or periods under the HSR Act and other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of both Pagaya and EJFA and is targeted to close in early 2022. Pagaya announced that the U.S. Securities Exchange Commission has declared effective Pagaya's registration statement on Form F-4. The shareholders meeting of EJFA is scheduled on or about June 15, 2022. EJF Acquisition Corp. Shareholders approved business combination at an extraordinary general meeting of its shareholders held on June 17, 2022. Pagaya's shareholders also approved the Business Combination at an extraordinary general meeting of its shareholders held on June 16, 2022.. As of April 7, 2022, the transaction is anticipated to close in Q2 2022.The closing of the Business Combination is anticipated to occur on or about June 22, 2022.
UBS Investment Bank and Barclays acted as financial advisors to EJFA. Mark Brod, Jonathan Corsico, Joshua Ford Bonnie, Benjamin Rippeon, Lori E. Lesser, Jeannine McSweeney, Harry N. Hudesman, Kelly Karapetyan, Abram J. Ellis, Krista B. McManus, David W. Blass, James W. Hahn, Christopher Brown and Michael Wolfson of Simpson Thacher & Bartlett LLP, Ory Nacht, Amir Cooper, Ehab Farah, Irit Roth, Karen Elburg, Liat Maidler, Michal Herzfeld, Neta Dorfman-Raviv, Nir Gal, Shachar Porat and Yair Geva of Herzog Fox & Neeman and Andrew Barker of Walkers acted as legal advisors to EJFA. Duff & Phelps, A Kroll Business acted as financial advisor and rendered a fairness opinion to EJFA's Board of Directors. J.P. Morgan Securities LLC acted as financial advisor and Jeffrey A. Brill, Maxim Mayer-Cesiano, B. Chase Wink, Nazmiye A. Gokcebay, Andrea L. Nicolás, Erica Schohn and Jessica N. Cohen of Skadden, Arps, Slate, Meagher & Flom LLP, Suzanne Correy of Maples and Calder (Cayman) and Aaron M. Lampert and Sharon Gazit of Goldfarb Seligman & Co. acted as legal advisor to Pagaya. Morrow & Co., LLC acted as information agent with a service fee of $35,000 to EJF. As compensation for Duff & Phelps' services in connection with the rendering of its opinion to the EJFA Board, EJFA agreed to pay Duff & Phelps a fee of $800,000, $200,000 of the fee was payable upon delivery of the opinion and the remaining $600,000 is payable upon consummation of the merger. Mark Zimkind 0f Continental Stock Transfer & Trust Company served as transfer agent to EJF Acquisition Corp.