Item 3.02 Unregistered Sales of Equity Securities
On June 3, 2020, Great Ajax Corp., a Maryland corporation (the "Company"),
closed a private placement of $20 million of the Company's preferred stock and
warrants to affiliates of Magnetar Capital, LLC (the "Purchasers") pursuant to
the exercise by the Purchasers of the option described in the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on April 6,
2020. Pursuant to the option exercise, the Company issued 375,000 shares of the
Company's 7.25% Fixed-to-Floating Rate Series A Preferred Stock (the "Series A
Preferred Stock"), 425,000 shares of the Company's 5.00% Fixed-to-Floating Rate
Series B Preferred Stock (the "Series B Preferred Stock," and together with the
Series A Preferred Stock, the "Preferred Stock"), each for $25.00 per share, and
two series of warrants (the "Warrants") to purchase an aggregate of 1,000,000
shares of the Company's common stock, par value $0.01 per share, at an exercise
price of $10.00, with an exercise period expiring on April 6, 2025. The Warrants
include a put option that will allow the Purchasers to sell the Warrants to the
Company at a specified put price on or after July 6, 2023. The Company issued
the Preferred Stock and Warrants to the Purchasers in reliance on the exemption
from registration under the Securities Act of 1933, as amended (the "Securities
Act"), provided by Section 4(a)(2) of the Securities Act.
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