Rithm Capital Corp. and Great Ajax Corp. Announce a Strategic Transaction

Core Viewpoint - Rithm Capital Corp. and Great Ajax Corp. have entered into a strategic transaction involving a $70 million term loan agreement, aimed at repositioning Great Ajax to capitalize on commercial real estate investment opportunities [1][2]. Group 1: Transaction Details - Great Ajax will utilize the $70 million term loan, along with cash on hand and cash from loan sales, to repay its outstanding convertible notes [1]. - In conjunction with the loan agreement, Great Ajax will issue five-year warrants to Rithm, based on amounts drawn under the loan facility [3]. - Great Ajax will also issue $14 million in common stock to Rithm as part of a securities purchase agreement [3]. Group 2: Management Changes - Great Ajax has issued a termination notice to its external manager, Thetis Asset Management LLC, and plans to enter into a management agreement with an affiliate of Rithm, pending shareholder approval [2]. - The transaction is expected to enhance Great Ajax's strategic direction and enable it to pursue unique investment opportunities in the commercial real estate market [2]. Group 3: Shareholder Involvement - Great Ajax will seek shareholder approval for the transaction at an upcoming annual and special meeting [4]. - Support agreements have been entered into with certain institutional stockholders, representing over 40% of Great Ajax's common stock, to facilitate the transaction [4]. Group 4: Advisory Roles - Citi is serving as the exclusive financial advisor to Rithm, while Piper Sandler & Co. is acting as the exclusive financial advisor to Great Ajax [5]. - Legal counsel for Rithm is provided by Sidley Austin LLP, and Mayer Brown LLP is serving as legal advisor to Great Ajax [5].