EJF Acquisition Corp.
PROPOSED BUSINESS COMBINATION: Pagaya Technologies Ltd.
ENTERPRISE VALUE: $8.5 billion
ANTICIPATED SYMBOL: PGY
EJF Acquisition Corp. proposes to combine with Pagaya Technologies Ltd., a financial technology company that enables financial institutions to expand access to more customers through its artificial intelligence network.
- 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 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.
Pagaya has developed the technology, data and network that seamlessly enables better financial outcomes for both its partners and their customers. Pagaya’s partners benefit by acquiring and converting more customers, building brand affinity, all in a highly efficient manner.
SUBSEQUENT EVENT – 1/11/22 – (LINK)
- On January 11, 2022, Pagaya Technologies Ltd., announced an upsized $350 million fully committed common equity PIPE.
- The PIPE will further support Pagaya’s business plan upon the close of its pending business combination with EJF Acquisition Corp.
- The additional $220 million of new committed capital is led by a group of long-term investors, including Tiger Global, Whale Rock, GIC – Singapore’s Sovereign Wealth Fund, Healthcare of Ontario Pension Plan (HOOPP) and G Squared.
- To accommodate the significant demand, funds affiliated with EJF Capital LLC reduced a portion of their allocation.
- Oversubscribed PIPE based on the same terms as original transaction enterprise value of approximately $8.5 billion for the proposed merger with EJF Acquisition Corp.
TRANSACTION
- 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 is targeted to close in early 2022, subject to shareholder approvals and other customary closing conditions.

PIPE
- Subsequent Event – On January 11, 2022, Pagaya Technologies Ltd., announced an upsized $350 million fully committed common equity PIPE.
- The additional $220 million of new committed capital is led by a group of long-term investors, including Tiger Global, Whale Rock, GIC – Singapore’s Sovereign Wealth Fund, Healthcare of Ontario Pension Plan (HOOPP) and G Squared.
- To accommodate the significant demand, funds affiliated with EJF Capital LLC reduced a portion of their allocation.
- Oversubscribed PIPE based on the same terms as original transaction enterprise value of approximately $8.5 billion for the proposed merger with EJF Acquisition Corp.
- Fully committed $200 million in gross proceeds at $10.00 per share from a PIPE from entities associated with EJFA that will close concurrently with the business combination.
- Additional targeted financing transactions or assignments may be considered.
LOCK-UP
- With respect to the Company Equity Holders and their Permitted Transferees, the period beginning on the Closing Date and ending:
- (A) with respect to 50% of the Ordinary Shares held by such Company Equity Holder on the Closing Date, on the earlier of
- (1) the date that is six (6) months following the Closing Date and
- (2) the date on which the VWAP equals or exceeds $12.50 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period commencing on the Closing Date.
- (B) with respect to the remaining 50% of the Ordinary Shares held by such Company Equity Holder on the Closing Date, on the earlier of
- (1) the date that is twelve (12) months following the Closing Date
- (2) the date on which the VWAP equals or exceeds $12.50 for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period commencing on the Closing Date
- (A) with respect to 50% of the Ordinary Shares held by such Company Equity Holder on the Closing Date, on the earlier of
NOTABLE CONDITIONS TO CLOSING
- The funds contained in EJFA’s trust account (after giving effect to the EJFA Shareholder Redemption), together with the aggregate amount of proceeds from the purchase of Class A Pagaya Ordinary Shares by the PIPE Investor and any other investors executing subscription agreements with Pagaya for the purchase of Class A Pagaya Ordinary Shares at the Closing, equaling or exceeding $200,000,000.
NOTABLE CONDITIONS TO TERMINATION
- By either EJFA or Pagaya if the closing of the Transactions has not occurred by July 15, 2022 (the “Outside Date”).
ADVISORS
- 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.
- Skadden, Arps, Slate, Meagher & Flom LLP and Goldfarb Seligman & Co. are serving as legal counsel to Pagaya.
MANAGEMENT & BOARD
Executive Officers
Kevin Stein, 59
Chief Executive Officer, Director
Mr. Stein has been affiliated with EJF Capital since 2018 and is a Senior Managing Director in EJF’s Private Equity Group. Mr. Stein currently serves on the boards of Dime Community Bancshares, Inc. (NASDAQ: DCOM), where he serves as Audit Committee Chairman, and Ocwen Financial Corp (NYSE: OCN). He was previously Chief Executive Officer and Co-Founder of Resolution Analytica Corp., a buyer of commercial deficiency judgments from depositories, and a Senior Managing Director KCK-US, Inc., a family office focused on private investments in financial services. Prior to joining KCK-US, Inc., he was Managing Director of the Financial Institutions Group of Barclays advising banks, specialty finance companies and financial sponsors. Mr. Stein was a Partner and Group Head of the Depository Investment Banking Practice of FBR Capital Markets & Co. From 1994 to 2004, he was a member of the management team of GreenPoint Financial Corporation, a $25 billion retail bank and housing finance company based in New York. During his tenure at GreenPoint, Mr. Stein’s roles included Executive Vice President of Mortgage Banking, Chief Information Officer and Division Director of Retail Banking. Prior to joining GreenPoint, he was an Associate Director of the Federal Deposit Insurance Corporation, Division of Resolutions, leading failed bank resolution activities. Mr. Stein is Audit Committee Chairman and since 1996, a Director of Bedford Stuyvesant Restoration Corporation, the first community development corporation in the United States. He received his MBA from Carnegie Mellon University and his BS from Syracuse University.
Thomas Mayrhofer, 48
Chief Financial Officer
Mr. Mayrhofer joined EJF in 2018, currently serves as EJF’s Chief Financial Officer and Chief Operating Officer and is a member of the Executive Committee. Mr. Mayrhofer has 20 years of experience in the financial services industry. Prior to joining EJF, Mr. Mayrhofer was a Partner and Managing Director at Carlyle. In addition to holding the position of Chief Financial Officer of Carlyle’s Corporate Private Equity Segment, Mr. Mayrhofer served on the Investment Committee for Carlyle’s Buyout and Growth Capital funds. Prior to joining Carlyle, Mr. Mayrhofer worked at Arthur Andersen LLP. He graduated from The College of William & Mary with a BBA in Accounting and serves on the Advisory Board for William & Mary’s Accounting Programs.
Erika Gray, 33
Chief Accounting Officer
Ms. Gray joined EJF in 2018, currently serves as EJF’s Deputy Chief Financial Officer and is a member of the Executive Committee. Ms. Gray joined EJF from Ernst & Young where she worked eight years in the Financial Services Audit practice. Ms. Gray graduated from Wake Forest University with a BS and MS in Accounting.
Board of Directors
Emanuel J. Friedman, 74
Chairman of the Board
Mr. Friedman co-founded EJF, which has been at the forefront of regulatory, event-driven investing in financials and real estate. Over the course of his 40+ year career in capital markets and asset management, Mr. Friedman has structured and built numerous innovative investment strategies that have focused on some of the most powerful trends in the financial sector driven by regulatory change. Prior to forming EJF, Mr. Friedman was a founder and the former Co-Chairman and Co-Chief Executive Officer of FBR. At FBR, Mr. Friedman assisted in designing property and mortgage REIT vehicles. Throughout the 1990s, Mr. Friedman was active in building out FBR’s alternative asset management platform. He was also instrumental in the creation of hedge, private equity and venture capital funds at FBR, and maintains an extensive network of contacts within the CDO (collateralized debt obligations), hedge fund and private equity fund communities. Mr. Friedman received his BA in Education from the University of North Carolina at Chapel Hill and his JD from Georgetown University. In connection with certain activities relating to a private investment in public equity transaction handled by FBR’s broker-dealer subsidiary in 2001, the SEC and the NASD announced on December 20, 2006, a settlement with Mr. Friedman. Mr. Friedman was held responsible, as a control person of FBR, for its violations of Sections 10(b) and 15(f) of the Exchange Act and Rule 10b-5 promulgated thereunder as well as for violations of NASD Conduct Rule 2110. In addition, the SEC charged Mr. Friedman with a violation of Section 5 of the Securities Act. Mr. Friedman consented to the entry of a final judgment permanently enjoining him from violating Section 5 of the Securities Act, and as a control person, from violating Sections 10(b) and 15(f) of the Exchange Act and Rule 10b-5 promulgated thereunder. Mr. Friedman also paid fines totaling $1.25 million and was barred from associating with a broker or dealer in a supervisory capacity with a right to reapply in two years. Mr. Friedman does not believe that the outcome of this settlement will prevent him from performing his duties as chairman of the Company’s board of directors, and does not expect that it will limit the Company’s ability to identify and consummate an initial business combination.
Neal Wilson, 55
Vice Chairman, Director
In addition to serving as the Co-Chief Executive Officer for EJF, Mr. Wilson currently serves as the Chief Executive Officer of EJF Investments Manager LLC, the external manager to a closed-end fund listed on the London Stock Exchange (LSE: EJFI). Prior to forming EJF, Mr. Wilson served as a senior managing director for both the Alternative Asset Investments and Private Wealth Management groups at FBR. Prior to joining FBR, he was a senior securities attorney at Dechert LLP and a Branch Chief in the Division of Enforcement at the SEC in Washington, D.C. He served on the boards of trustees of Sidwell Friends School (Washington, DC) and Hood College for five and nine years, respectively. He chaired the endowment investment committee at Hood College during his entire tenure on the board and served on the endowment investment committee of Sidwell Friends for over 10 years. He also served as a member of the board of trustees for the Montgomery County (Maryland) Public Schools Employee Pension for nine years until 2013 and in 2014 received a Distinguished Service Award from Montgomery County for his contributions. Mr. Wilson served as Co-Chair and Honorary Chair, in 2014 and 2020 respectively, of the Bridges Gala for the Marriott Foundation for People with Disabilities’ Bridges from School to Work Program. He received his BA from Columbia University and his JD from the University of Pennsylvania.
Brian P. Brooks, 51
Independent Director
From May 2020 to January 2021, Mr. Brooks served as Acting U.S. Comptroller of the Currency, where he was the administrator of the federal banking system and the chief executive of the 3,500-employee federal agency responsible for chartering and supervising banks comprising 70 percent of all banking activity in the United States. Mr. Brooks’ other board services include: a director of Springcoin, Inc., a blockchain-enabled digital credit bureau; a director of the Federal National Mortgage Association (“Fannie Mae”), a $3.2 trillion asset public company that is the world’s largest investor in a single-family and multifamily mortgage assets; and a director of Avant Holding Company, Inc., a marketplace lending and loan origination technology platform. From 2018 to 2020, Mr. Brooks served as Chief Legal Officer of Coinbase Global, Inc., from 2014 to 2018, as Executive Vice President, General Counsel, and Corporate Secretary of Fannie Mae, and from 2011 to 2014, as Vice Chairman of OneWest Bank, N.A. Prior to joining OneWest Bank, N.A., he served as managing partner of O’Melveny & Myers LLP’s Washington, D.C. office. Mr. Brooks received his BA from Harvard University and his JD from the University of Chicago.
Joan C. Conley, 64
Independent Director
Ms. Conley has served as a Senior Advisor on Corporate Governance & ESG Programs at Nasdaq, Inc., since December 2020. In December 2020, Ms. Conley retired from her role as the Senior Vice President and Corporate Secretary following nineteen years at Nasdaq, Inc., where she was responsible for the Nasdaq Global Corporate Governance Program and the Nasdaq Global Ethics and Corporate Compliance Program and the Nasdaq Educational Foundation. In her former role at Nasdaq, Inc., Ms. Conley also served as Managing Director of the Nasdaq Educational Foundation from 1994 to 2020 and as a founding Board Member of the Nasdaq Entrepreneurial Center from 2014 to 2020. Prior to joining Nasdaq, Inc. in 2001, Ms. Conley was the Senior Vice President and Corporate Secretary at the NASD (now FINRA) from 1994 to 2001 and the Director of Human Resources from 1986 to 1994. Ms. Conley is also a member of the Society of Corporate Governance Professionals, the Advisory Board of the Harvard Law School Corporate Governance Forum and a member of the Economic Club of Washington D.C. Ms. Conley has served on the board and audit committees of several non-profit organizations in Washington D.C., including the Board of Don Bosco Cristo Rey High School, the Board of the Christ Child Society, and the Finance Council and Audit Committee of the Archdiocese of Washington. D.C. Ms. Conley received her BA from Dominican University and her MS from Loyola University of Chicago.
Campbell R. Dyer, 47
Independent Director
Mr. Dyer is currently a Senior Advisor of Carlyle, which he joined in July 2002 and where he was previously the Global Co-Head of the Technology, Media and Telecommunications and Business Services Sector. Mr. Dyer currently serves on the boards of ProKarma, Inc., a portfolio company of Carlyle where he was the Chair of the Compensation Committee from October 2016 to January 2021 and APC Workforce Solutions, LLC, a portfolio company of Carlyle where he was the Chair of Compensation Committee from August 2017 to January 2021. Mr. Dyer recently served on the boards of ION Group, Dealogic, and CommScope Holding Company, Inc. Prior to joining Carlyle in 2002, Mr. Dyer worked at Bain & Company and Bowles Hollowell Connor & Co. Mr. Dyer received his BS from Washington & Lee University and his MBA from Harvard Business School.
Robert Wolf, 58
Independent Director
Mr. Wolf is the founder of 32 Advisors LLC, a holding company which includes the direct investing arm 32 Ventures and the bi-partisan economic insights platform Strategic Worldviews. Prior to forming 32 Advisors LLC in 2012, Mr. Wolf spent 18 years at UBS Group AG (“UBS”), a global financial services firm. At UBS, Mr. Wolf held several senior positions including Chairman and CEO of UBS Americas and President and Chief Operating Officer of UBS Investment Bank. He joined UBS in 1994 after spending 10 years at Salomon Brothers, Inc. Mr. Wolf held three Presidential appointments under President Obama; as a member of the Economic Recovery Advisory Board from 2009 to 2011, the Council on Jobs and Competitiveness from 2011 to 2013 and the Export Council from 2014 to 2016. In 2012, Mr. Wolf was on the Homeland Security Advisory Council’s Border Infrastructure Task Force. Mr. Wolf currently serves on the board of directors of the Obama Foundation, the Undergraduate Executive Board of the Wharton School, the Economic Advisory Council for the Center for American Progress and the board of the Partnership for NYC. He formerly served as Vice Chairman of the Robert F. Kennedy Center for Justice & Human Rights, on the board of trustees of the Children’s Aid Society, on the Athletics Board of Overseers at the University of Pennsylvania and on the board of directors of the Financial Services Roundtable. Mr. Wolf received his BS from the Wharton School at the University of Pennsylvania.
