Great Ajax to be acquired by Ellington Financial at 0.5308 shares of EFC per AJX share, 19% premium

Rithm Property Trust Inc.

Exchange ratio 0.5308 implies offer price of $7.33 per AJX share, ~19% premium to June 30 close.
EFC stockholders expected to own ~84% of combined company; AJX stockholders ~16%.
Transaction expected to close by year-end 2023, subject to AJX stockholder approval and other conditions.
Termination fee of $6.867M payable by AJX under certain circumstances including a superior proposal.
Great Ajax will redeem its Series A and B preferred stock and warrants prior to closing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Rithm Property Trust Inc. entered into Agreement and Plan of Merger with Great Ajax Corp., Ellington Financial Inc., EF Acquisition I LLC (effective 2023-06-30).

Action: entry
Agreement: merger
Counterparty: Great Ajax Corp., Ellington Financial Inc., EF Acquisition I LLC
Effective: 2023-06-30

Exact text from the filing

On June 30, 2023, Great Ajax Corp., a Maryland corporation (“Great Ajax”), Ellington Financial Inc., a Delaware corporation (“EFC”) and EF Acquisition I LLC, a Maryland limited liability company and a direct, wholly-owned subsidiary of EFC (“Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”)

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Rithm Property Trust Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-077386

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