Rithm Capital Corp. (NYSE: RITM; “Rithm”), a global asset
manager focused on real estate, credit and financial services, and
Great Ajax Corp. (NYSE: AJX; “Great Ajax”), a real estate
investment trust, announced today that they have entered into a
strategic transaction.
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As part of the strategic transaction, Great Ajax has entered
into a one-year term loan agreement with a subsidiary of Rithm for
up to $70 million. Great Ajax plans to use borrowings under the
term loan, as well as cash on hand and cash from loan sales, to
repay its outstanding convertible notes.
In connection with the loan agreement, Great Ajax issued a
termination notice to its external manager, Thetis Asset Management
LLC (the “Manager”). Subject to the receipt of shareholder
approval, Great Ajax will enter into a management agreement with an
affiliate of Rithm to serve as its external manager. The
transaction will enable Great Ajax to shift its strategic direction
and capitalize on commercial real estate investment
opportunities.
“We are excited to grow our asset management platform through
this strategic transaction with Great Ajax, which represents
another step forward in our evolution as a global alternative asset
manager,” said Michael Nierenberg, Chairman, Chief Executive
Officer and President of Rithm. “We believe Great Ajax will be
well-positioned to execute on a commercial real estate-focused
strategy and generate significant value for shareholders.”
“We are pleased Great Ajax’s stockholders will have the
opportunity to benefit from the experience and track record of the
Rithm team going forward,” said Lawrence Mendelsohn, Chairman and
Chief Executive Officer of Great Ajax. “We look forward to working
closely with Rithm to complete the transaction promptly and
reposition Great Ajax to execute on unique investment opportunities
in a dynamic commercial real estate market.”
Additional Transaction Details
In connection with the execution of the term loan agreement,
Great Ajax will issue five-year warrants to Rithm, based on amounts
drawn under the loan facility (subject to a specified minimum),
exercisable for shares of Great Ajax’s common stock.
Great Ajax and Rithm have also entered into a securities
purchase agreement, pursuant to which Great Ajax will issue Rithm
$14 million in Great Ajax common stock. The closing of the
purchase, as well as other aspects of the strategic transaction,
are subject to Great Ajax stockholder approval.
Great Ajax plans to seek stockholder approval of the transaction
at an annual and special meeting of the stockholders of Great Ajax.
Great Ajax has entered into support and exchange agreements with
certain institutional stockholders, pursuant to which shares of
Great Ajax preferred stock and shares underlying the warrants will
be exchanged for shares of common stock and such stockholders have
agreed to support the strategic transactions. After giving effect
to the exchange, stockholders representing more than 40% of the
shares of Great Ajax’s common stock will have entered into support
agreements.
For more information about this transaction, please see Great
Ajax’s Current Report on Form 8-K, accessible on Great Ajax’s
website.
Advisors
Citi is acting as the exclusive financial advisor to Rithm and
Sidley Austin LLP is serving as legal counsel to Rithm. Piper
Sandler & Co. is acting as exclusive financial advisor to Great
Ajax and Mayer Brown LLP is acting as legal advisor to Great Ajax.
BTIG, LLC is acting as exclusive financial advisor to the special
committee of the Great Ajax board of directors and Sheppard Mullin
LLP is acting as legal advisor to the special committee of the
Great Ajax board of directors.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of obtaining approval of the stockholders of Great Ajax of
the proposed transactions (the “Stockholder Approval”). In
connection with obtaining the Stockholder Approval, Great Ajax will
file with the Securities and Exchange Commission (the “SEC”) and
furnish to the Company’s stockholders a proxy statement and other
relevant documents. This communication does not constitute a
solicitation of any vote or approval. BEFORE MAKING ANY VOTING
DECISION, GREAT AJAX’S STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER
DOCUMENTS TO BE FILED THE SEC IN CONNECTION WITH THE STOCKHOLDER
APPROVAL OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION. Stockholders will be able to obtain free copies of the
proxy statement and other documents containing important
information about the Company once such documents are filed with
the SEC, through the website maintained by the SEC at
http://www.sec.gov.
Participants in the Solicitation
Great Ajax and its executive officers, directors, other members
of management and employees may be deemed, under SEC rules, to be
participants in the solicitation of proxies from Great Ajax’s
stockholder with respect to the proposed transaction. Information
regarding the executive officers and directors of Great Ajax is set
forth in its definitive proxy statement for its 2023 annual meeting
filed with the SEC on April 21, 2023, as amended. More detailed
information regarding the identity of potential participants, and
their direct or indirect interests, by securities holdings or
otherwise, will be set forth in the proxy statement and other
materials to be filed with the SEC in connection with the proposed
transaction.
Forward-Looking Statements This communication contains
forward-looking statements within the meaning of the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not historical in nature and can be
identified by words such as “believe,” “expect,” “anticipate,”
“estimate,” “project,” “plan,” “continue,” “intend,” “should,”
“would,” “could,” “goal,” “objective,” “will,” “may,” “seek” or
similar expressions or their negative forms. Forward-looking
statements are subject to numerous assumptions, risks and
uncertainties, which change over time and are beyond our control.
Forward-looking statements speak only as of the date they are made.
Rithm and Great Ajax do not assume any duty or obligation (and do
not undertake) to update or supplement any forward-looking
statements. Because forward-looking statements are, by their
nature, to different degrees, uncertain and subject to numerous
assumptions, risks and uncertainties, actual results or future
events, circumstances or developments could differ, possibly
materially, from those that Rithm and Great Ajax anticipated in its
forward-looking statements, and future results and performance
could differ materially from historical performance. Factors that
could cause or contribute to such differences include, but are not
limited to, those set forth in the section entitled “Risk Factors”
in Rithm and Great Ajax’s most recent Annual Reports on Form 10-K
and Quarterly Reports on Form 10-Q filed with the SEC, and other
reports filed by Rithm and Great Ajax with the SEC, copies of which
are available on the SEC’s website, www.sec.gov. The list of
factors presented here is not, and should not be, considered a
complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to
the realization of forward-looking statements.
About Rithm Capital Corp. Rithm Capital (NYSE: RITM) is a
global asset manager focused on real estate, credit and financial
services. Rithm makes direct investments and operates several
wholly-owned operating businesses. Rithm’s businesses include
Sculptor Capital Management, Inc., an alternative asset manager, as
well as Newrez LLC and Genesis Capital LLC, leading mortgage
origination and servicing platforms. Rithm seeks to generate
attractive risk-adjusted returns across market cycles and interest
rate environments. Since inception in 2013, Rithm has delivered
approximately $5.0 billion in dividends to shareholders. Rithm is
organized and conducts its operations to qualify as a real estate
investment trust (REIT) for federal income tax purposes and is
headquartered in New York City.
About Great Ajax Corp. Great Ajax (NYSE: AJX) is a real
estate investment trust that focuses primarily on acquiring,
investing in and managing re-performing loans (“RPLs”) and
non-performing loans (“NPLs”) secured by single-family residences
and commercial properties. In addition to its continued focus on
RPLs and NPLs, it also originates and acquires small balance
commercial mortgage loans secured by multi-family
retail/residential and mixed-use properties. Great Ajax is
externally managed by Thetis Asset Management LLC, an affiliated
entity. Great Ajax’s mortgage loans and other real estate assets
are serviced by Gregory Funding LLC, an affiliated entity.
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Rithm Investor Relations (212) 850-7770
ir@rithmcap.com
Media Jon Keehner / Sarah Salky / Erik Carlson Joele
Frank, Wilkinson Brimmer Katcher (212) 355-4449
ritm-jf@joelefrank.com
Great Ajax Mary Doyle Chief Financial Officer (503)
444-4224 mary.doyle@great-ajax.com
Great Ajax (NYSE:AJX)
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