The facts in this briefing are drawn from an SEC EDGAR Form 8-K filed and published on February 27, 2024. The transaction's current status is pending regulatory review.
This deal involved three separate sets of financial advisors reflecting its multi-party governance structure. Citi is acting as the exclusive financial advisor to Rithm, the acquirer, in a lead role. BTIG, LLC is acting as exclusive financial advisor to the special committee of the Great Ajax board of directors, also in a lead capacity, representing the company's independent oversight body. Separately, Piper Sandler & Co. is acting as exclusive financial advisor to Great Ajax itself, the target, likewise in a lead role.
Legal advisors are correspondingly split three ways. Sidley Austin LLP is serving as legal counsel to Rithm, the acquirer. Sheppard Mullin LLP is acting as legal advisor to the special committee of the Great Ajax board of directors. Mayer Brown LLP is acting as legal advisor to Great Ajax, the target.
Beyond identifying this as a strategic transaction involving the internalization of external management, which implies Rithm is bringing Great Ajax's external management function in-house, the facts block provides no further detail on the specific mechanics of the internalization, any consideration paid, or how existing management contracts are being treated.
Several material details are not disclosed. The transaction's dollar value is explicitly stated as not disclosed in the source document. No expected closing date is given. No detail is provided on the specific terms of the internalization arrangement or what regulatory approvals remain pending.