---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-027823"
form_type: "8-K"
ticker: "RPT"
cik: "0001614806"
company_name: "Rithm Property Trust Inc."
filed_at: "2024-02-27T23:59:59+00:00"
generated_at: "2026-06-05T11:57:43.135834+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Great Ajax enters strategic transaction with Rithm: $70M loan, management change, stock issuance

## Summary
- Credit facility of up to $70M from Rithm affiliate; matures Feb 2025, 10% interest.
- Terminates external manager Thetis Asset Management; new manager Rithm affiliate subject to stockholder approval.
- Private placement of $14M common stock to Rithm at $4.87/share; warrants with 10% premium to trailing 5-day avg.
- Exchange agreements convert preferred stock and warrants into 12,046,222 common shares; 44% support agreements.
- Proceeds to repay existing convertible notes due April 2024; board to be reconstituted with 5 members.

## SEC filing metadata
- accession: 0001104659-24-027823
- form_type: 8-K
- ticker: RPT
- cik: 0001614806
- company_name: Rithm Property Trust Inc.
- filed_at: 2024-02-27T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1614806/000110465924027823/0001104659-24-027823-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1614806/000110465924027823/tm247162d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-027823
- JSON: https://secwatch.observer/filing/0001104659-24-027823.json
- Plain text: https://secwatch.observer/filing/0001104659-24-027823.txt

## Key facts
- Debt Financings
  Rithm Property Trust Inc. incurred term loan of up to $70.0 million with NIC RMBS LLC at 10.0% per annum maturing February 25, 2025.
  - Instrument: term loan
  - Principal: up to $70.0 million
  - Counterparty: NIC RMBS LLC
  - Rate: 10.0% per annum
  - Maturity: February 25, 2025
  - Event: incurrence
  source text: The Credit Agreement provides, subject to certain conditions, for a delayed draw term loan facility (the “Facility”), in an aggregate amount of up to $70.0 million. The Facility matures on February 25, 2025. Outstanding loans under the Facility will accrue interest at a rate equal to 10.0% per annum.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1614806/000110465924027823/0001104659-24-027823-index.htm
- Material Agreements
  Rithm Property Trust Inc. entered into Form of Warrant Agreement with Equiniti Trust Company (effective 2024-02-26).
  - Action: entry
  - Counterparty: Equiniti Trust Company
  - Effective: 2024-02-26
  source text: In connection with the Warrant Issuance, the Company will enter into a warrant agreement with Equiniti Trust Company (the “Form of Warrant Agreement”), in its capacity as the Company’s warrant agent ("Warrant Agent"), in the form attached to the Purchase Agreement, pursuant to which the Warrant Agent agrees to act as the warrant agent in connection with, among other things, the issuance, registration, transfer and exercise of the Warrants.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1614806/000110465924027823/0001104659-24-027823-index.htm
- Material Agreements
  Rithm Property Trust Inc. entered into Credit Agreement with NIC RMBS LLC, an affiliate of Rithm valued at up to $70.0 million (effective 2024-02-26).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: NIC RMBS LLC, an affiliate of Rithm
  - Value: up to $70.0 million
  - Effective: 2024-02-26
  source text: On February 26, 2024, the Company entered into a Credit Agreement (the “Credit Agreement”) with NIC RMBS LLC, an affiliate of Rithm, as sole lender, administrative agent and collateral agent.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1614806/000110465924027823/0001104659-24-027823-index.htm
- Material Agreements
  Rithm Property Trust Inc. entered into Purchase Agreement with Rithm valued at gross proceeds of approximately $14.0 million (effective 2024-02-26).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Rithm
  - Value: gross proceeds of approximately $14.0 million
  - Effective: 2024-02-26
  source text: On February 26, 2024, the Company, Great Ajax Operating Partnership L.P., the Company’s operating partnership (the “Operating Partnership”), and the Manager entered into a securities purchase agreement (the “Purchase Agreement”) with Rithm.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1614806/000110465924027823/0001104659-24-027823-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.