|
Maryland
(State or other jurisdiction of incorporation or organization) |
| |
47-1271842
(IRS Employer Identification Number) |
|
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ (Do not check if a smaller reporting company) | | | Smaller reporting company ☐ | |
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| | | | | 9 | | | |
| | | | | 11 | | | |
| | | | | 16 | | | |
| | | | | 22 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 48 | | | |
| | | | | 49 | | |
| | |
Beneficial Ownership
Prior to this Offering |
| | | | | | | |
Beneficial Ownership
After this Offering |
| ||||||||||||||||||
Name of Selling Stockholder
|
| |
Shares
Owned |
| |
Percentage
|
| |
Shares Offered
Pursuant to this Prospectus |
| |
Shares
Owned |
| |
Percentage
|
| |||||||||||||||
Ithan Creek Master Investors
(Cayman) LP(1) |
| | | | 2,295,363 | | | | | | 14.41% | | | | | | 2,295,363 | | | | | | — | | | | | | —% | | |
Flexpoint Great Ajax Holdings, LLC(2)
|
| | | | 1,837,500 | | | | | | 11.54% | | | | | | 1,837,500 | | | | | | — | | | | | | —% | | |
TIG Securitized Asset Master Fund, L.P.(3)
|
| | | | 1,333,333 | | | | | | 8.37% | | | | | | 1,333,333 | | | | | | — | | | | | | —% | | |
BHCO Master, Ltd.(4)
|
| | | | 666,667 | | | | | | 4.19% | | | | | | 666,667 | | | | | | — | | | | | | —% | | |
Republic Indemnity Company of America(5)
|
| | | | 504,092 | | | | | | 3.17% | | | | | | 504,092 | | | | | | — | | | | | | —% | | |
Great American Life Insurance Company(6)
|
| | | | 437,592 | | | | | | 2.75% | | | | | | 437,592 | | | | | | — | | | | | | —% | | |
Trishield Capital Management LLC(7)
|
| | | | 400,000 | | | | | | 2.51% | | | | | | 400,000 | | | | | | — | | | | | | —% | | |
MMF Moore ET Investments, LP(8)
|
| | | | 333,333 | | | | | | 2.09% | | | | | | 333,333 | | | | | | — | | | | | | —% | | |
AllianceBernstein Financial Services
Opportunities Master Fund L.P.(9) |
| | | | 273,333 | | | | | | 1.72% | | | | | | 273,333 | | | | | | — | | | | | | —% | | |
Gregory Funding LLC(10)
|
| | | | 274,667 | | | | | | 1.72% | | | | | | 274,667 | | | | | | — | | | | | | —% | | |
Pine River Fixed Income Master Fund Ltd.(11)
|
| | | | 237,764 | | | | | | 1.49% | | | | | | 237,764 | | | | | | — | | | | | | —% | | |
Calm Waters Partnership(13)
|
| | | | 200,000 | | | | | | 1.26% | | | | | | 200,000 | | | | | | — | | | | | | —% | | |
BP Master Fund, LP(14)
|
| | | | 200,000 | | | | | | 1.26% | | | | | | 200,000 | | | | | | — | | | | | | —% | | |
Thetis Asset Management LLC(19)
|
| | | | 169,088 | | | | | | 1.06% | | | | | | 169,088 | | | | | | — | | | | | | —% | | |
Pine River Master Fund Ltd.(15)
|
| | | | 158,509 | | | | | | 1.00% | | | | | | 158,509 | | | | | | — | | | | | | —% | | |
Edward & Sandra Meyer Foundation, Inc.(16)
|
| | | | 133,332 | | | | | | * | | | | | | 133,332 | | | | | | — | | | | | | —% | | |
Fore Multi Strategy Master Fund, Ltd.(12)
|
| | | | 110,078 | | | | | | * | | | | | | 110,078 | | | | | | — | | | | | | —% | | |
Ocean Road Investment Partners, LP(18)
|
| | | | 100,000 | | | | | | * | | | | | | 100,000 | | | | | | — | | | | | | —% | | |
Continental General Insurance Company(20)
|
| | | | 66,502 | | | | | | * | | | | | | 66,502 | | | | | | — | | | | | | —% | | |
National Interstate Insurance Company(21)
|
| | | | 66,502 | | | | | | * | | | | | | 66,502 | | | | | | — | | | | | | —% | | |
United Teacher Associates Insurance Company(22)
|
| | | | 66,502 | | | | | | * | | | | | | 66,502 | | | | | | — | | | | | | —% | | |
HRS Investment Holdings LLC(17)
|
| | | | 63,200 | | | | | | * | | | | | | 63,200 | | | | | | — | | | | | | —% | | |
Pine River Deerwood Fund Ltd.(23)
|
| | | | 28,394 | | | | | | * | | | | | | 28,394 | | | | | | — | | | | | | —% | | |
Column Park Master Fund Ltd.(24)
|
| | | | 16,667 | | | | | | * | | | | | | 16,667 | | | | | | — | | | | | | —% | | |
Gorham Fundamental Value Fund, Ltd.(26)
|
| | | | 12,000 | | | | | | * | | | | | | 12,000 | | | | | | — | | | | | | —% | | |
Brent H. & Maureen B. Hodges(27)
|
| | | | 6,000 | | | | | | * | | | | | | 6,000 | | | | | | — | | | | | | —% | | |
Kevin B. and Anne Marie Roth Revocable
Trust(28) |
| | | | 5,000 | | | | | | * | | | | | | 5,000 | | | | | | — | | | | | | —% | | |
Fairway Fund Limited(25)
|
| | | | 4,922 | | | | | | * | | | | | | 4,922 | | | | | | — | | | | | | —% | | |
Patravi Capital LLC(29)
|
| | | | 400 | | | | | | * | | | | | | 400 | | | | | | — | | | | | | —% | | |
|
SEC registration fee
|
| | | $ | 17,660 | | | |
|
Printing expenses
|
| | | $ | 61,000 | | | |
|
Legal fees and expenses
|
| | | $ | 350,000 | | | |
|
Accounting fees and expenses
|
| | | $ | 10,000 | | | |
|
Miscellaneous expenses
|
| | | $ | 11,340 | | | |
|
Total
|
| | | $ | 450,000 | | | |
|
| GREAT AJAX CORP. | | |||
| By: | | | /s/ Lawrence Mendelsohn | |
| | | | Lawrence Mendelsohn | |
| | | | Chairman and Chief Executive Officer | |
|
Name
|
| |
Capacity
|
| |
Date
|
|
|
/s/ Lawrence Mendelsohn
Lawrence Mendelsohn
|
| | Chairman and Chief Executive Officer (principal executive officer) | | |
February 12, 2016
|
|
|
/s/ Glenn J. Ohl
Glenn J. Ohl
|
| | Chief Financial Officer (principal financial officer and principal accounting officer) | | |
February 12, 2016
|
|
|
*
Steven L. Begleiter
|
| | Director | | | ||
|
*
John C. Condas
|
| | Director | | | ||
|
*
Jonathan Bradford Handley, Jr.
|
| | Director | | | ||
|
*
Daniel Hoffman
|
| | Director | | | ||
|
*
J. Kirk Ogren, Jr.
|
| | Director | | | ||
|
/s/ Russell Schaub
Russell Schaub
|
| | President and Director | | |
February 12, 2016
|
|
|
* By:
|
| | /s/ Lawrence Mendelsohn | |
| | | | Lawrence Mendelsohn as | |
| | | | Attorney-in-Fact | |
Exhibit No.
|
| |
Description
|
|
3.1 | | | Articles of Amendment and Restatement; incorporated by reference to Exhibit 3.1 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
3.2 | | | Amended and Restated Bylaws; incorporated by reference to Exhibit 3.2 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
5.1 | | | Opinion of Morrison & Foerster LLP. | |
8.1 | | | Opinion of Morrison & Foerster LLP as to tax matters. | |
10.1 | | | Agreement of Limited Partnership of Great Ajax Operating Partnership LP; incorporated by reference to Exhibit 10.1 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
10.2 | | | Amended and Restated Management Agreement dated as of October 27, 2015, among the registrant, Great Ajax Operating Partnership LP and Thetis Asset Management LLC; incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K, as filed with the SEC on November 2, 2015. | |
10.3 | | | Servicing Agreement dated as of July 8, 2014 by and among Gregory Funding LLC and the registrant and its affiliates Great Ajax Operating Partnership LP and Little Ajax II LLC; incorporated by reference to Exhibit 10.3 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
10.4 | | | Form of Indemnification Agreement between registrant and each of its directors and officers; incorporated by reference to Exhibit 10.4 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
10.5 | | | Assignment Agreement made as of July 8, 2014, by and between the entities identified on Exhibit A thereto and the registrant with respect to Little Ajax II LLC; incorporated by reference to Exhibit 10.5 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
10.6 | | | 2014 Director Equity Plan; incorporated by reference to Exhibit 10.6 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
10.7 | | | Form of Restricted Stock Award; incorporated by reference to Exhibit 10.7 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
10.8 | | | Registration Rights Agreement made and entered into as of July 8, 2014, by and among the registrant and FBR Capital Markets & Co., as the initial purchaser/placement agent (“FBR”) for the benefit of FBR and certain purchasers of the registrant’s common stock; incorporated by reference to Exhibit 10.8 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
10.9 | | | Trademark License Agreement dated as of July 8, 2014 between the registrant and Aspen Yo LLC; incorporated by reference to Exhibit 10.9 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
10.10 | | | Registration Rights Agreement made and entered into as of December 16, 2014, by and among the registrant and certain purchasers of the registrant’s common stock; incorporated by reference to Exhibit 10.10 to the registrant’s registration statement on Form S-11 (No. 333-201369). | |
21.1 | | | List of subsidiaries; incorporated by reference to Exhibit 21.1 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2014. | |
23.1 | | | Consent of Moss Adams LLP. | |
23.2 | | | Consent of Morrison & Foerster LLP (included in Exhibit 5.1). | |
23.3 | | | Consent of Morrison & Foerster LLP (included in Exhibit 8.1). | |
24.1* | | | Power of Attorney (included on the signature page to the S-11 Registration Statement). | |
24.2* | | | Power of Attorney of Mr. Ogren. | |
Exhibit 5.1
![]() |
250
West 55th Street Telephone: 212.468.8000 Facsimile: 212.468.7900 www.mofo.com |
morrison foerster llp beijing, berlin,
brussels, denver, |
February 12, 2016
Great Ajax Corp.
9400 SW Beaverton-Hillsdale Hwy, Suite 131
Beaverton, Oregon 97005
Re: | Great Ajax Corp. — Registration Statement on Form S-3 |
Ladies and Gentlemen:
This opinion is furnished to you in connection with the Post-Effective Amendment on Form S-3 to the Registration Statement on Form S-11 (File No. 333-203048) (the “Registration Statement”) filed by Great Ajax Corp., a Maryland corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the resale of 10,000,740 shares of the Company’s common stock, $0.01 par value per share (the “Shares”).
In connection with this opinion, we have examined such corporate records, documents, instruments, certificates of public officials and of the Company and such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein.
In such examination, we have assumed the genuineness of all signatures and the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies.
Based on the foregoing, we are of the opinion that the Shares are duly authorized, validly issued, fully paid and non-assessable.
Please note that we are opining only as to the matters expressly set forth herein, that no opinion should be inferred as to any other matter. We are opining herein as to the Maryland General Corporation Law as in effect on the date hereof, and we express no opinion with respect to any other laws, rules or regulations. This opinion is based upon currently existing laws, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
Great Ajax Corp.
February 12, 2016
Page Two
We hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this opinion as Exhibit 5.1 to the Company’s Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP
Exhibit 8.1
![]() |
250 West 55th Street
Telephone: 212.468.8000
www.mofo.com |
morrison & foerster llp beijing, berlin, brussels, denver, |
February 12, 2016
Great Ajax Corp.
9400 SW Beaverton-Hillsdale Hwy, Suite 131
Beaverton, OR 97005
Re: | Great Ajax Corp.— |
Status as a Real Estate Investment Trust;
Information in Prospectus under Heading
Material U.S. Federal Income Tax Considerations
Ladies and Gentlemen:
We have acted as counsel to Great Ajax Corp., a Maryland corporation (the “Company”), in connection with the filing of a post-effective amendment to the Form S-11 shelf registration statement on Form S-3(the “Registration Statement”) as filed with the Securities and Exchange Commission (the “Commission”) on the date hereof, relating to the offering by the selling stockholders described therein, from time to time, of shares of the Company’s common stock, $.01 par value per share, pursuant to Rule 415 of the General Rules and Regulations of the Commission. Capitalized terms not defined herein shall have the meanings ascribed to them in the Registration Statement.
You have requested our opinion as to certain federal income tax matters regarding the Company. Although you may disclose to any and all persons, without limitation of any kind, the federal tax treatment and federal tax structure of the Company and all materials of any kind that were provided to you by us relating to such tax treatment and tax structure, you may not authorize any other person or entity to rely on this opinion, or otherwise make this opinion available for the benefit of any other person or entity, without our prior written consent.
In our capacity as counsel to the Company and for purposes of rendering this opinion, we have examined and relied upon the following, with your consent: (i) the Registration Statement and (ii) a certificate executed by duly appointed officers of the Company (the “Officer’s Certificate”) setting forth certain factual representations, dated February 12, 2016. In addition, we have examined and relied upon such other documents as we have considered relevant to our analysis. In our examination of such documents, we have assumed the
authenticity of original documents, the accuracy of copies, the genuineness of signatures, and the legal capacity of signatories. We have also assumed that all parties to such documents have acted, and will act, in accordance with the terms of such documents.
Our opinion is based on (a) our understanding of the facts as represented to us in the Officer’s Certificate and (b) the assumption that (i) the Company and its subsidiaries have valid legal existences under the laws of the states in which they were formed and have operated in accordance with the laws of such states, (ii) the Company is operated, and will continue to be operated, in the manner described in the Officer’s Certificate, (iii) the facts contained in the Registration Statement are true and complete in all material respects, (iv) all representations of fact contained in the Officer’s Certificate are true and complete and (v) any representation of fact in the Officer’s Certificate that is made “to the knowledge of” or similarly qualified is correct without such qualification. While we have made such inquiries and investigations as we have deemed necessary, we have not undertaken an independent inquiry into or verification of all such facts either in the course of our representation of the Company or for the purpose of rendering this opinion. While we have reviewed all representations made to us to determine their reasonableness, and nothing has come to our attention that would cause us to question the accuracy of such representations, there is no assurance that they are or will ultimately prove to be accurate.
We note that the tax consequences addressed herein depend upon the actual occurrence of events in the future, which events may or may not be consistent with any representations made to us for purposes of this opinion. In particular, the qualification and taxation of the Company as a “real estate investment trust” (“REIT”) for federal income tax purposes depends upon the Company’s ability to meet on a continuing basis certain distribution levels, diversity of stock ownership, and the various qualification tests imposed by the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that the facts differ from those represented to or assumed by us herein, our opinion should not be relied upon.
Our opinion herein is based on existing law as contained in the Code, final and temporary Treasury Regulations promulgated thereunder, administrative pronouncements of the Internal Revenue Service (the “IRS”) and court decisions as of the date hereof. The provisions of the Code and the Treasury Regulations, IRS administrative pronouncements and case law upon which this opinion is based could be changed at any time, perhaps with retroactive effect. In addition, some of the issues under existing law that could significantly affect our opinion have not yet been authoritatively addressed by the IRS or the courts, and our opinion is not binding on the IRS or the courts. Hence, there can be no assurance that the IRS will not challenge, or that the courts will agree with, our conclusions.
Based upon, and subject to, the foregoing and the following paragraph below, we are of the opinion that, as of the date hereof:
1. | Commencing with its taxable year ended December 31, 2014, the Company was organized and has operated in conformity with the requirements for qualification and taxation as a REIT under the Code, and its current and proposed method of |
operation will have permitted it to continue to meet the requirements for qualification and taxation as a REIT for its taxable year ended December 31, 2015, and will enable it to continue to meet the requirements for qualification and taxation as a REIT for its taxable year ending December 31, 2016 and thereafter.
2. | We have reviewed the statements included or incorporated by reference in the Registration Statement under the heading “Material U.S. Federal Income Tax Considerations” and, insofar as such statements pertain to matters of law or legal conclusions, they are correct in all material respects. |
This opinion is furnished to you solely for use in connection with the Registration Statement. The foregoing opinion is limited to the federal income tax matters addressed herein, and no other opinion is rendered with respect to other federal tax matters or to any issues arising under the tax laws of any other country, or any state or locality. This opinion letter is solely for the information and use of the addressees in connection with the transactions described above and it speaks only as of the date hereof. We undertake no obligation to update this opinion, or to ascertain after the date hereof whether circumstances occurring after such date may affect the conclusions set forth herein. This opinion letter may not be distributed, quoted in whole or in part or relied upon for any purpose by any other person, or otherwise reproduced in any document, or filed with any governmental agency without our express prior written consent.
Very truly yours,
/s/ Morrison & Foerster LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 1 on Form S-3 to the Registration Statement on Form S-11 (No. 333-203048) of Great Ajax Corp. of our report dated March 26, 2015, relating to the consolidated financial statements of Great Ajax Corp. as of December 31, 2014, and for the period from January 30, 2014 (date of inception) through December 31, 2014, appearing in its Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission, and to the reference to our firm under the heading “Experts” in the Prospectus, which is part of this Registration Statement.
/s/ Moss Adams LLP
Portland, Oregon
February 12, 2016
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