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Business Wire
a day ago
- Business
- Business Wire
Pagaya Announces Pricing of Upsized $500 Million 8.875% Senior Unsecured Notes Offering
NEW YORK--(BUSINESS WIRE)--Pagaya Technologies LTD. (NASDAQ: PGY) ('Pagaya' or the 'Company'), 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. About Pagaya Technologies Pagaya (NASDAQ: PGY) is a global technology company making life-changing financial products and services available to more people nationwide, as it reshapes the financial services ecosystem. By using machine learning, a vast data network and an AI-driven approach, Pagaya provides comprehensive consumer credit and residential real estate products for its partners, their customers, and investors. Its proprietary API and capital solutions integrate into its network of partners to deliver seamless user experiences and greater access to the mainstream economy. Pagaya has offices in New York and Tel Aviv. Cautionary Note About Forward-Looking Statements This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. These forward-looking statements give our expectations or forecasts of future events and can generally be identified by the words 'anticipate,' 'believe,' 'continue,' 'can,' 'could,' 'estimate,' 'expect,' 'intend,' 'may,' 'opportunity,' 'future,' 'strategy,' 'might,' 'outlook,' 'plan,' 'possible,' 'potential,' 'predict,' 'project,' 'should,' 'strive,' 'will,' 'would,' 'will be,' 'will continue,' 'will likely result,' and similar expressions. All statements other than statements of historical fact are forward-looking statements, including statements regarding the completion of the offering and the expected amount and intended use of the net proceeds. Actual results may differ from those set forth in this press release due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering and the other risks and uncertainties described in the Company's filings with the SEC, included under the heading 'Risk Factors' in the Company's Annual Report on Form 10-K and any subsequent filings with the SEC. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements reflect the Company's views with respect to future events as of the date hereof and are based on assumptions and subject to risks and uncertainties. The Company may not consummate the offering described in this press release and, if the offering is consummated, cannot provide any assurances regarding its ability to effectively apply the net proceeds as described above. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. The forward-looking statements are made as of the date hereof, reflect the Company's current beliefs and are based on information currently available as of the date they are made, and the Company assumes no obligation and does not intend to update these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Business Wire
2 days ago
- Business
- Business Wire
Pagaya Announces Proposed Unsecured Senior Notes Offering
NEW YORK--(BUSINESS WIRE)--Pagaya Technologies LTD. (NASDAQ: PGY) ('Pagaya' or the 'Company'), 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'), intends to offer, subject to market and other conditions, $450 million aggregate principal amount of unsecured senior 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 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 $75 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 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 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. About Pagaya Technologies Pagaya (NASDAQ: PGY) is a global technology company making life-changing financial products and services available to more people nationwide, as it reshapes the financial services ecosystem. By using machine learning, a vast data network and an AI-driven approach, Pagaya provides comprehensive consumer credit and residential real estate products for its partners, their customers, and investors. Its proprietary API and capital solutions integrate into its network of partners to deliver seamless user experiences and greater access to the mainstream economy. Pagaya has offices in New York and Tel Aviv. Cautionary Note About Forward-Looking Statements This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. These forward-looking statements give our expectations or forecasts of future events and can generally be identified by the words 'anticipate,' 'believe,' 'continue,' 'can,' 'could,' 'estimate,' 'expect,' 'intend,' 'may,' 'opportunity,' 'future,' 'strategy,' 'might,' 'outlook,' 'plan,' 'possible,' 'potential,' 'predict,' 'project,' 'should,' 'strive,' 'will,' 'would,' 'will be,' 'will continue,' 'will likely result,' and similar expressions. All statements other than statements of historical fact are forward-looking statements, including statements regarding the completion, timing and size of the proposed offering, the intended use of the proceeds and the terms of the notes being offered as described above. Actual results may differ from those set forth in this press release due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering and the other risks and uncertainties described in the Company's filings with the SEC, included under the heading 'Risk Factors' in the Company's Annual Report on Form 10-K and any subsequent filings with the SEC. These forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These forward-looking statements reflect the Company's views with respect to future events as of the date hereof and are based on assumptions and subject to risks and uncertainties. The Company may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the offer or the notes or its ability to effectively apply the net proceeds as described above. Given these uncertainties, investors should not place undue reliance on these forward-looking statements. The forward-looking statements are made as of the date hereof, reflect the Company's current beliefs and are based on information currently available as of the date they are made, and the Company assumes no obligation and does not intend to update these forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Coin Geek
09-06-2025
- Business
- Coin Geek
Staking status uncertain as SEC pulls brakes on ETFs
Getting your Trinity Audio player ready... The Securities and Exchange Commission (SEC) has written to the owner of two proposed exchange-traded funds (ETFs), warning that the staking components of their products may make them ineligible for a regulated exchange listing. The two funds, one intended to be based on Solana and the other on Ethereum, were formally proposed in January by ETF Opportunities Trust, a special-purpose vehicle for launching ETFs. In this instance, it represents REX-Osprey, a joint venture and the ultimate proposer of the funds. What sets these funds apart is that their construction allows for their digital assets to be 'staked'—in other words, deployed to the network's consensus mechanism—in exchange for further rewards. The initial filing was made on January 21, with a designated 'go-live' date of May 30. In the intervening months, the Trust went back and forth with the SEC over the specifics of the proposals, which apparently involved the Trust repeatedly tweaking the disclosures made to the SEC. When the May 30 effective date came and went, the Trust had still not resolved all of the SEC's queries, according to a warning letter sent by the SEC last week. At the heart of the SEC's concerns is whether the funds meet the definition of an 'investment company' under the Investment Company Act in light of the proposed staking functionality. Any fund seeking SEC approval for exchange listing must comply with this definition. Under the Act, an 'investment company' is defined as: 'any issuer… which is or holds itself out as being primarily engaged, or proposes to engage primarily, in the business of investment, reinvesting or trading in securities.' The SEC apparently feels that the staking proposed by the REX-Opsrey ETFs would remove the funds from that definition. Though not explicitly linked, the SEC's trepidation can be speculated to stem from recent, sweeping guidance issued by the regulator, which suggests that staking activities definitively do not meet the definition of 'securities' such that they would be regulated by the SEC. Though the industry celebrated this as a manifestation of the SEC's new pro-crypto bent, it may have had the unintended effect of making it more difficult to get approval for staking-enabled ETFs. Staking is becoming the new battleground between the new and old regulatory approaches If the SEC allows staking ETF-bound digital assets, it would be the latest expansion of crypto's role in traditional financial product models. Certain sectors of the industry have eagerly anticipated such expansion with the arrival of the Trump administration and the appointment of a more crypto-positive SEC Chair in Paul Atkins. Previous Chair Gary Gensler had indicated that digital assets that offer staking may cross over into the securities definition. However, after industry pressure earlier this year, the SEC issued new guidance in May that, though non-binding, indicated that the regulator would not view staking as a securities product. Notably, the latest SEC guidance drew criticism from within the SEC itself. Commissioner Caroline Crenshaw accused the guidance of taking a 'fake it till you make it' approach to regulation, pointing out that well-trodden securities rules have already been applied to staking services and, in some cases, have found them to qualify as securities. 'This is yet another example of the SEC's ongoing 'fake it till we make it' approach to crypto – taking action based on anticipation of future changes while ignoring existing law,' wrote the Commissioner. It's at least arguable that Crenshaw's criticisms are borne out in the hold-up in approving the REX-Osprey ETFs, which presumably would have found an easier path to approval if the SEC considered staking a securities activity. Watch: Breaking down solutions to blockchain regulation hurdles title="YouTube video player" frameborder="0" allow="accelerometer; autoplay; clipboard-write; encrypted-media; gyroscope; picture-in-picture; web-share" referrerpolicy="strict-origin-when-cross-origin" allowfullscreen="">
Economic Times
07-06-2025
- Business
- Economic Times
SEC's crypto confusion deepens as next-gen ETFs test limits
Live Events (You can now subscribe to our (You can now subscribe to our ETMarkets WhatsApp channel A new line of yield-chasing crypto funds is forcing the Securities and Exchange Commission to confront unresolved gaps in its regulatory framework, just as the Trump administration eases oversight of digital immediate dispute centres on two proposed funds from ETF firms REX Financial and Osprey Funds that would allow investors to earn rewards by deploying Ether and Solana tokens to help validate blockchain transactions, a process known as staking. The firms said they had cleared an initial SEC registration hurdle last week, but agency staff took the unusual step of objecting that very same evening. Staff warned the products may not meet standards to qualify as investment companies under federal law, raising broader questions about the regulation of a hot corner of the crypto-investment staff noted that to meet the definition of an investment company, a firm must primarily invest in securities. That's a problem when it comes to digital assets: there are no clear lines around what crypto activities trip securities laws and what don't.'When ETFs generate income from staking, they may start to resemble traditional investment companies under the Investment Company Act — especially if investors are relying on the managerial efforts of others to earn those returns,' said Adam Gana, an attorney at law firm Gana Weinstein LLP. 'However, these types of ETFs are testing the boundaries of what counts as an investment company, and the SEC is sending mixed signals.'Gana added that 'just because you throw some stocks into the mix doesn't mean the SEC will look the other way.'The SEC, REX and Osprey declined to comment. The general counsel at REX said earlier that the firm expected to satisfy the SEC's crypto industry has long argued that many tokens aren't securities and shouldn't fall under the SEC rules. Under Trump, the agency has appeared open to these arguments, and its new chair, Paul Atkins, is a proponent of digital currencies. SEC staff guidance has signalled that memecoins and stablecoins may fall outside securities recently as May 29, the staff said federal securities laws generally don't apply to staking activities — further complicating the regulatory picture as firms try to launch novel piecemeal statements create inconsistent policy, according to Corey Frayer, director of investor protection at the Consumer Federation of America.'The SEC and the industry don't get to treat crypto assets as securities when it's convenient, and not as securities when they want weaker regulation,' said Frayer, who served as a senior adviser to former SEC Chair Gary Gensler, a frequent target of crypto industry the crux of the matter is the so-called Howey test , which comes from a 1946 Supreme Court decision that still governs securities classification. Under the test, an asset can be considered a security — and thus will fall under SEC purview — if investors contribute capital with the expectation derived from the managerial efforts of others. Bitcoin is generally considered a commodity but the status of other tokens like Ether and Solana are less Commissioner Hester Peirce, head of the agency's crypto task force, took the unusual step of highlighting the SEC staff's queries about whether the proposed funds met the definition.'I have those same questions,' Peirce wrote in a post on Trump embraced the digital-asset industry during his reelection campaign, pledging to make the US the 'crypto capital of the planet.' Since re-entering the White House, he has established a national stockpile of Bitcoin, anointed a 'crypto czar' and welcomed memecoin enthusiasts to a private dinner in have recently been successful in resolving SEC staff concerns about novel offerings. Earlier this year, agency staffers rebuked an ETF by State Street Corp. and Apollo Global Management — the world's first to invest in private credit — hours after the fund listed over concerns about the fund's liquidity and its ability to comply with valuation rules. The firms took action to rectify the executives are optimistic that US regulators will eventually greenlight the staking ETFs.'They've followed a crawl-walk-run approach — first futures ETFs, then spot ETFs, and hopefully staking ETFs,' said Matt Hougan, chief investment officer at Bitwise Asset Management Inc., which acquired an Ethereum staking platform last year. 'I'm hopeful we'll get to the finish line soon.'
Yahoo
02-06-2025
- Business
- Yahoo
SEC Concerned About Crypto ETFs With Staking Exposure
The Securities and Exchange Commission (SEC) is concerned that crypto exchange-traded funds that offer exposure to staking may not qualify as ETFs after all. On Friday, the agency sent a letter to ETF Opportunities Trust regarding Ethereum and Solana funds by REX Financial and Osprey Funds with staking exposure: the REX-Osprey ETH ETF and the REX-Osprey SOL ETF. Staking allows crypto investors to earn rewards on the tokens they hold. The SEC letter said that it 'continues to have unresolved questions whether the Funds, if structured and operated as proposed, would be able to meet the definition of 'investment company' under the Investment Company Act.' Under the law, funds must meet this definition to be eligible to trade on the stock market. The financial regulator added that it is 'concerned that the Funds may have improperly filed their registration statement on Form N-1A and that disclosures in the registration statement regarding the Funds' status as investment companies may be potentially misleading.' REX Financial and Osprey Funds declined to comment to However, Bloomberg reported that Greg Collett, general counsel at REX Financial, said, 'We think we can satisfy the SEC on the investment company question, and we don't intend to launch the funds until we do that.' The funds would have been the 'first-ever staked Ether and Solana ETFs' as well as the "first-ever spot Solana" ETF, according to Eric Balchunas, senior ETF analyst at Bloomberg. The SEC's delay comes after it issued guidance on Thursday, stating that staking participants don't need to register their transactions with the agency. On Saturday, Commissioner Caroline Crenshaw issued a statement criticizing the SEC's 'confusion' on crypto asset security status. 'In the name of this clarity, we've seen staff statement after staff statement, pronouncing that all sorts of crypto assets are not securities. And yet, now we see no objection to the effectiveness of new exchange-traded funds that assert certain crypto assets—ETH and SOL—actually are securities. Does this Commission, in fact, believe that ETH and SOL are securities?' Crenshaw wrote. 'How is it that these crypto assets are supposedly not securities when it comes to registration requirements but conveniently are securities when a registrant sees an opportunity to sell a new product?'Permalink | © Copyright 2025 All rights reserved Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
