Rithm Capital Discloses Stake in Great Ajax Corp.

TL;DR

**Rithm Capital just bought into Great Ajax. Big move incoming?**

AI Summary

Rithm Capital Corp. has filed a Schedule 13D, indicating a significant ownership stake in Great Ajax Corp. as of June 18, 2024. Rithm Capital, formerly known as New Residential Investment Corp., is a real estate investment trust. The filing does not specify the exact percentage of ownership or dollar amount, but its nature as a 13D filing suggests a substantial holding that may influence the target company.

Why It Matters

This filing signals a potential shift in control or influence for Great Ajax Corp., as Rithm Capital, a significant player in the real estate investment sector, has taken a reportable stake.

Risk Assessment

Risk Level: medium — A 13D filing indicates a significant stake and potential for activist involvement, which can lead to volatility.

Key Players & Entities

• Rithm Capital Corp. (company) — Filing entity, formerly New Residential Investment Corp.
• Great Ajax Corp. (company) — Subject company
• Philip Sivin (person) — Contact person for Rithm Capital Corp.

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie
• $14.0 m — s") for gross proceeds of approximately $14.0 million, and (ii) the Warrants (as define
• $5.36 — an exercise price per Warrant Share of $5.36. The Warrants were issued on May 6, 202

Filing Documents

• ef20031330_sc13d.htm (SC 13D) — 63KB
• 0001140361-24-030569.txt ( ) — 65KB

From the Filing

SC 13D 1 ef20031330_sc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Great Ajax Corp. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 38983D300 (CUSIP Number) Philip Sivin c/o Rithm Capital Corp. 799 Broadway New York, New York 10003 (212) 850-7770 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 11, 2024 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1 NAMES OF REPORTING PERSONS Rithm Capital Corp. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 2,874,744 (1) 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,874,744 (1) 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,874,744 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.3% (1) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO 1. See Item 5. Item 1. Security and Issuer. This statement on Schedule 13D ("Schedule 13D") relates to shares of common stock, par value $0.01 ("Common Stock") of Great Ajax Corp., a Maryland corporation ("Issuer"). The address of the office of the Issuer is c/o Rithm Capital Corp., 799 Broadway, New York, New York 10003. Item 2. Identity and Background. (a), (f) Rithm Capital Corp., a Delaware corporation (the "Reporting Person"). Certain information about the directors and executive officers of the Reporting Person is set forth in Annex A attached hereto (collectively, the "Covered Persons"). (b) The principal business address of the Reporting Person is 799 Broadway, New York, New York 10003. (c) The principal business of the Reporting Person is acting as a manager of assets and investments focused on investing in, and actively managing, investments related to the real estate and the financial services sectors. The Reporting Person is structured as a REIT for U.S. federal income tax purposes. (d) During the last five years, the Reporting Person has not and, to the best of the Reporting Person's knowledge, none of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not and, to the best of the Reporting Person's knowledge, none of the Covered Persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 3. The funds used to acquire the securities reported herein were from the Reporting Person's working capital. Item 4. Purpose of Transaction. The Reporting Persons holds the securities of the Issuer for the reasons described below. Securities Purchase Agreement On February 26, 2024, the Issuer, Great Ajax Operating Partnership L.P., the Issuer's operating partnership, and Thetis Asset Management LLC entered into a securities purchase agreement (the "Purchase Agreement") with the Reporting Person. Pursuant to the Purchase Agreement, the Issuer, in a private placement made in reliance on the exemption from the r

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