Pagaya Technologies LTD., 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 the offering of $500 million aggregate principal amount of 8.875% senior unsecured notes due 2030 (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”) (a “qualified institutional buyer”), that are qualified purchasers as defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended, and the rules thereunder (the “Investment Company Act”) (a “qualified purchaser”). These buyers must be acquiring the notes for their own account or for the account of another person, over which they exercise sole discretion, who also meets the criteria of a qualified institutional buyer and a qualified purchaser. The offering size was increased from the previously announced offering size of $450 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 July 28, 2025, subject to customary closing conditions.
The Company intends to use the net proceeds from the offering of the notes to repay all amounts outstanding under its existing credit facilities and to repay approximately $100 million of certain outstanding secured borrowings as well as to pay related fees and expenses, with the remainder for general corporate purposes.
The notes will accrue interest at a rate of 8.875% per annum, payable semi-annually in arrears on August 1 and February 1 of each year, beginning on February 1, 2026. The notes will mature on August 1, 2030, unless earlier repurchased or redeemed. The notes will be fully and unconditionally guaranteed (the “note guarantees”), on a senior unsecured basis, by Pagaya and each of Pagaya’s subsidiaries (other than Pagaya US) that is a guarantor under its existing credit agreement (collectively, the “Guarantors”). The notes and note guarantees will be senior unsecured obligations of Pagaya US and the Guarantors.
The offering price of the notes is 100% of the principal amount of notes. Pagaya estimates that the net proceeds from the offering will be approximately $491 million, after deducting the initial purchasers’ discounts and commissions and Pagaya’s estimated offering expenses.
The offer and sale of the notes and the note guarantees have not been, and will not be, registered under the Securities Act, the Investment Company Act or any other securities laws, and the notes 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. In addition, the notes may only be offered, sold or transferred to qualified institutional buyers that are also qualified purchasers and acquiring the notes for their own account or for the account of another person, over which they exercise sole discretion, who also meets the criteria of a qualified institutional buyer and a qualified purchaser. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes, nor will there be any sale of the notes, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
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