Rithm Property Trust Inc S-3, filed Aug 5, 2020

Rithm Property Trust Inc. (RPT)

S-3 2020-08-05

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	Maryland			47-1271842
	(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)

	ABOUT THIS PROSPECTUS					ii
	FORWARD-LOOKING STATEMENTS					ii
	OUR COMPANY					1
	RISK FACTORS					2
	USE OF PROCEEDS					2
	DESCRIPTION OF SECURITIES WE MAY OFFER					2
	DESCRIPTION OF COMMON STOCK					2
	DESCRIPTION OF PREFERRED STOCK					4
	DESCRIPTION OF DEBT SECURITIES					5
	DESCRIPTION OF WARRANTS					11
	DESCRIPTION OF UNITS					12
	RESTRICTIONS ON OWNERSHIP AND TRANSFER					12
	CERTAIN PROVISIONS OF MARYLAND LAW AND OUR CHARTER AND BYLAWS					14
	MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS					20
	PLAN OF DISTRIBUTION					46
	INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE					48
	WHERE YOU CAN FIND MORE INFORMATION					49
	LEGAL MATTERS					50
	EXPERTS					50

SEC registration fee	$	7,111.85
FINRA filing fees		*
Printing expenses		*
Legal fees and expenses		*
Accounting fees and expenses		*
Miscellaneous expenses		*
Total		*

Name	Capacity	Date
/s/ Lawrence Mendelsohn Lawrence Mendelsohn	Chairman and Chief Executive Officer (principal executive officer)	August 5, 2020
/s/ Mary Doyle Mary Doyle	Chief Financial Officer (principal financial officer and principal accounting officer)	August 5, 2020
/s/ Russell Schaub Russell Schaub	President and Director	August 5, 2020
/s/ Steven L. Begleiter Steven L. Begleiter	Director	August 5, 2020
/s/ John C. Condas John C. Condas	Director	August 5, 2020
/s/ Paul Friedman Paul Friedman	Director	August 5, 2020
/s/ Jonathan Bradford Handley, Jr. Jonathan Bradford Handley, Jr.	Director	August 5, 2020
/s/ J. Kirk Ogren, Jr. J. Kirk Ogren, Jr.	Director	August 5, 2020

Exhibit No.			Description
1.1*			Form of Underwriting Agreement.
3.1			Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form S-11 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).
3.2			Articles Supplementary to the Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2020.
3.3			Articles Supplementary to the Articles of Amendment and Restatement, incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2020.
3.4			Articles of Amendment to the Articles Supplementary, incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2020.
3.5			Amended and Restated Bylaws, incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-11 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).
4.1			Indenture made and entered into as of April 19, 2017 by and among the registrant and Wilmington Savings Fund Society, FSB as Trustee, incorporated by reference to the registrant’s Registration Statement on Form S-3 (File No. 333-209513).
4.2			First Supplemental Indenture to the Base Indenture made and entered into as of April 25, 2017 by and among the registrant and Wilmington Savings Fund Society, FSB as Trustee, incorporated by reference to the registrant’s Registration Statement on Form S-3 (File No. 333-209513).
4.3			Form of 7.25% Convertible Senior Note, incorporated by reference to the registrant’s Registration Statement on Form S-3 (File No. 333-209513).
4.4			Form of Series A Warrant, incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2020.
4.5			Form of Series B Warrant, incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2020.
4.6			Form of Indenture.
4.7*			Form of Debt Security.
4.8*			Form of Warrant Agreement.
4.9*			Form of Warrant.
4.10*			Form of Unit Agreement.
5.1			Opinion of Mayer Brown LLP.
8.1			Opinion of Mayer Brown LLP regarding certain 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 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).
10.2			Servicing Agreement dated as of July 8, 2014 by and among Gregory Funding LLC and the registrant and its affiliates Great Ajax Operating Partnership L.P. and Little Ajax II LLC, incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-11 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).

Exhibit No.			Description
10.3			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 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).
10.4			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 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).
10.5			2014 Director Equity Plan, incorporated by reference to Exhibit 10.6 to the registrant’s Registration Statement on Form S-11 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).
10.6			2016 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the Commission on June 7, 2016. (File No. 333-00787).
10.7			Form of Restricted Stock Award, incorporated by reference to Exhibit 10.7 to the registrant’s Registration Statement on Form S-11 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).
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, or 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 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).
10.9			Trademark License Agreement dated as of July 8, 2014 between the registrant and Aspen Yo, incorporated by reference to Exhibit 10.9 to the registrant’s Registration Statement on Form S-11 confidentially submitted to the SEC on September 23, 2014 (File No. 333-00787).
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 confidentially submitted to the SEC on December 29, 2014 (File No. 333-00787).
10.11			Employment Agreement with Mary Doyle, Great Ajax Corp. Chief Financial Officer, dated March 4, 2019, incorporated by reference to Exhibit 10.13 to the registrant’s Annual Report on Form 10-K for the year ended December 31, 2019.
10.12			Third Amended and Restated Management Agreement, dated April 28, 2020, by and among Great Ajax Corporation, Great Ajax Operating Partnership, LP and Thetis Asset Management LLC, incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.
10.13			Registration Rights Agreement, incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on April 6, 2020.
10.14			Registration Rights Agreement, dated May 7, 2020, by and among Great Ajax Corp., Great Ajax Operating Partnership LP, Thetis Asset Management LLC and the Purchasers named therein, incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2020.
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, 2019.
23.1			Consent of Moss Adams LLP.
23.2			Consent of Mayer Brown LLP (included in Exhibit 5.1).

Exhibit No.			Description
23.3			Consent of Mayer Brown LLP (included in Exhibit 8.1).
24.1			Power of Attorney (included on signature page of this registration statement).
25.1			Statement of Eligibility of Trustee on Form T-1, incorporated by reference to Exhibit 25.1 to the registrant’s Current Report on Form 8-K as filed with the SEC on April 19, 2017.
25.2**			Statement of Eligibility of Trustee on Form T-1 under the Indenture.

Trust Indenture Act Section	Indenture Section
310(a)(1)	7.1
(a)(2)	7.1
(a)(3)	N.A.
(a)(4)	N.A.
(a)(5)	7.1
(b)	7.1
(c)	N.A.
311(a)	7.11
(b)	7.11
(c)	N.A.
312(a)	2.06
(b)	12.03
(c)	12.03
313(a)	7.06
(b)(2)	7.06; 7.07
(c)	7.06; 12.02
(d)	7.06
314(a)	4.03;12.02; 12.05
(c)(1)	12.04
(c)(2)	12.04
(c)(3)	N.A.
(e)	12.05
(f)	N.A.
315(a)	7.01
(b)	7.05,12.02
(c)	7.01
(d)	7.01
(e)	6.11
316(a) (last sentence)	2.09
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
(c)	2.13
317(a)(1)	6.08
(a)(2)	6.09
(b)	2.05
318(a)	12.01
(b)	N.A.
(c)	12.01

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE			1
	Section 1.01	Definitions	1
	Section 1.02	Other Definitions	4
	Section 1.03	Incorporation by Reference of Trust Indenture Act	5
	Section 1.04	Rules of Construction	5
ARTICLE 2 THE SECURITIES			5
	Section 2.01	Issuable in Series	5
	Section 2.02	Establishment of Terms of Series of Securities	6
	Section 2.03	Execution and Authentication	8
	Section 2.04	Registrar and Paying Agent	9
	Section 2.05	Paying Agent to Hold Money in Trust	9
	Section 2.06	Holder Lists	9
	Section 2.07	Transfer and Exchange	9
	Section 2.08	Replacement Securities	9
	Section 2.09	Outstanding Securities	9
	Section 2.10	Treasury Securities	10
	Section 2.11	Temporary Securities	10
	Section 2.12	Cancellation	10
	Section 2.13	Defaulted Interest	10
	Section 2.14	Global Securities	11
	Section 2.15	CUSIP Numbers	11
ARTICLE 3 REDEMPTION AND PREPAYMENT			12
	Section 3.01	Notices to Trustee	12
	Section 3.02	Selection of Securities to Be Redeemed or Purchased	12
	Section 3.03	Notice of Redemption	12
	Section 3.04	Effect of Notice of Redemption	13
	Section 3.05	Deposit of Redemption or Purchase Price	13
	Section 3.06	Securities Redeemed or Purchased in Part	13
ARTICLE 4 COVENANTS			14
	Section 4.01	Payment of Securities	14
	Section 4.02	Maintenance of Office or Agency	14
	Section 4.03	Reports	14
	Section 4.04	Compliance Certificate	15
	Section 4.05	Taxes	15
	Section 4.06	Stay, Extension and Usury Laws	15
	Section 4.07	Corporate Existence	15

ARTICLE 5 SUCCESSORS			16
	Section 5.01	Merger, Consolidation, or Sale of Assets	16
	Section 5.02	Successor Person Substituted	16
ARTICLE 6 DEFAULTS AND REMEDIES			16
	Section 6.01	Events of Default	16
	Section 6.02	Acceleration	17
	Section 6.03	Other Remedies	18
	Section 6.04	Waiver of Past Defaults	18
	Section 6.05	Control by Majority	18
	Section 6.06	Limitation on Suits	18
	Section 6.07	Rights of Holders of Securities to Receive Payment	18
	Section 6.08	Collection Suit by Trustee	19
	Section 6.09	Trustee May File Proofs of Claim	19
	Section 6.10	Priorities	19
	Section 6.11	Undertaking for Costs	19
ARTICLE 7 TRUSTEE			20
	Section 7.01	Duties of Trustee	20
	Section 7.02	Rights of Trustee	20
	Section 7.03	Individual Rights of Trustee	21
	Section 7.04	Trustee’s Disclaimer	21
	Section 7.05	Notice of Defaults	21
	Section 7.06	Reports by Trustee to Holders of the Securities	21
	Section 7.07	Compensation and Indemnity	22
	Section 7.08	Replacement of Trustee	22
	Section 7.09	Successor Trustee by Merger, etc.	23
	Section 7.10	Eligibility; Disqualification	23
	Section 7.11	Preferential Collection of Claims Against Company	23
ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE			23
	Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	23
	Section 8.02	Legal Defeasance and Discharge	23
	Section 8.03	Covenant Defeasance	24
	Section 8.04	Conditions to Legal or Covenant Defeasance	24
	Section 8.05	Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous Provisions	25
	Section 8.06	Repayment to Company	25
	Section 8.07	Reinstatement	26

ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER			26
	Section 9.01	Without Consent of Holders of Securities	26
	Section 9.02	With Consent of Holders of Securities	27
	Section 9.03	Compliance with Trust Indenture Act	28
	Section 9.04	Revocation and Effect of Consents	28
	Section 9.05	Notation on or Exchange of Securities	28
	Section 9.06	Trustee to Sign Amendments, etc.	28
ARTICLE 10 SATISFACTION AND DISCHARGE			28
	Section 10.01	Satisfaction and Discharge	28
	Section 10.02	Application of Trust Money	29
ARTICLE 11 MISCELLANEOUS			30
	Section 11.01	Trust Indenture Act Controls	30
	Section 11.02	Notices	30
	Section 11.03	Communication by Holders of Securities with Other Holders of Securities	31
	Section 11.04	Certificate and Opinion as to Conditions Precedent	31
	Section 11.05	Statements Required in Certificate or Opinion	31
	Section 11.06	Rules by Trustee and Agents	31
	Section 11.07	No Personal Liability of Trustees, Officers, Employees and Stockholders	31
	Section 11.08	Governing Law	31
	Section 11.09	No Adverse Interpretation of Other Agreements	32
	Section 11.10	Successors	32
	Section 11.11	Severability	32
	Section 11.12	Counterpart Originals	32
	Section 11.13	Table of Contents, Headings, etc.	32

Term		Defined in Section
“Covenant Defeasance”		8.03
“Event of Default”		6.01
“Legal Defeasance”		8.02
“Paying Agent”		2.04
“Registrar”		2.04

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