UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 1023, 2019

RAIT Financial Trust

(Exact name of registrant as specified in its charter)


Maryland	1-14760	23-2919819
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

Two Logan Square, 100 N. 18^th St., 23^rd

Floor, Philadelphia, Pennsylvania 19103

(Address of Principal Executive Offices, and Zip Code)

(215) 207-2100

Registrant’s telephone number, including area code:

N/A

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 52.0201 ~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets.

OnAs ~~December 10,~~previously ~~2019,~~disclosed ~~the~~by ~~Compensation Committee of the Board of Trustees (the “Board”) of~~ RAIT Financial Trust (“RAIT”): approved the termination of the RAIT Financial Trust 2017 Incentive Award Plan (together with its predecessor plans, the “IAP”) to take effect when post-effective amendments (the “S-8 PEAs”) to the S-8 Registration Statements (defined below) became effective under the Securities Act of 1933, as amended (the “Securities Act”). On December 13, 2019, RAIT filed the S-8 PEAs with the Securities and Exchange Commission (the “SEC”) to registration statements filed by RAIT on Form S-8 (collectively, the “S-8 Registration Statements”) with SEC File Numbers 333-218983, 333-182094, 333-151627, 333-125480, 333-100766 and 333-67452 to remove any unsold securities from registration under the S-8 Registration Statements. The S-8 PEAs became automatically effective upon filing with the SEC and as a result, the IAP was terminated as of December 13, 2019.

~~Item~~• 7On August 30, 2019, RAIT and its affiliates RAIT Funding LLC, RAIT General, Inc.01 ~~Regulation~~(“RAIT FDGeneral”), ~~Disclosure~~RAIT Limited, Inc. (“RAIT Limited”), Taberna Realty Finance Trust (“TRFT”), RAIT JV TRS, LLC, and RAIT JV TRS Sub, LLC (each, a “Debtor”, and together, the “Debtors”) filed voluntary bankruptcy cases (the “Chapter 11 Cases”) under chapter 11, Title 11 of the U.S. Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). The Chapter 11 Cases are jointly administered under the caption In re: RAIT Funding, LLC, a Delaware limited liability company, et. al.;

• On ~~December 10, 2019,~~ the ~~Board~~same ~~approved~~date, ~~the~~RAIT, ~~termination~~RAIT ofGeneral, RAIT’s ~~Dividend~~Limited ~~Reinvestment~~ and ~~Share~~TRFT ~~Purchase Plan~~ (together, the “~~DRSPP~~Sellers”), toentered ~~take~~into ~~effect~~an ~~when~~Equity aand ~~post-effective~~Asset ~~amendment~~Purchase Agreement (the “~~S-3~~Original ~~PEA~~Purchase Agreement”), toas ~~the~~amended ~~Shelf~~by ~~Registration~~Amendment ~~Statement~~No. ~~(defined~~1 ~~below)~~to ~~becomes effective under~~ the ~~Securities~~Equity ~~Act.~~and OnAsset ~~December 13,~~Purchase ~~2019~~Agreement, ~~RAIT~~dated ~~filed~~October ~~the S-3 PEA~~4, ~~with~~2019 (the ~~SEC~~“Amendment”, toand the ~~registration~~Original ~~statement~~Purchase ~~filed~~Agreement, byas ~~RAIT~~so onamended, ~~Form S-3 (~~the “~~Shelf~~Purchase ~~Registration Statements~~Agreement”), with ~~SEC~~CF ~~File~~RFP ~~Number 333-217776~~Holdings toLLC, ~~remove~~a ~~any~~Delaware ~~unsold~~limited ~~securities~~liability ~~from~~company ~~registration~~and ~~under~~an ~~the~~entity ~~Shelf Registration~~owned ~~Statement.~~by ~~RAIT~~funds ~~has~~managed ~~requested~~by ~~that~~affiliates ~~the~~of ~~SEC~~Fortress ~~declare~~Investment ~~the~~Group ~~S-3 PEA~~LLC ~~effective~~(“Buyer”), atpursuant ~~4:30 p.m.~~to which, ~~Eastern~~among ~~Time~~other things, onBuyer ~~December 17,~~agreed ~~2019~~to orpurchase ascertain ~~soon~~subsidiaries ~~thereafter~~and asassets isof ~~practicable.~~the Sellers (together, the “Purchased Assets”); and

~~SIGNATURES~~• On August 29, 2019, RAIT entered into a Restructuring and Plan Support Agreement (the “RSA”) with TRFT, and TP Management LLC, an affiliate of Buyer, in its capacity as delegate collateral manager (“TPM”). TPM is the collateral manager of a securitization collateralized in part by a Junior Subordinated Note due 2035 (the “2035 Note”) issued under a Junior Subordinated Indenture, dated October 25, 2010, by and between TRFT and Wells Fargo Bank, National Association, as Trustee. Pursuant to the RSA, TPM agreed, among other things, to support, and take reasonable necessary actions in furtherance of, the transactions contemplated by the Purchase Agreement.

~~Pursuant~~On toDecember 23, 2019, the ~~requirements~~Sellers completed the sale (the “Closing”) of the ~~Securities~~Purchased ~~Exchange~~Assets ~~Act~~to Buyer pursuant to the terms of ~~1934~~the Purchase Agreement in consideration for $172.8 million (including $40.2 million of cash and cash equivalents that are being retained by RAIT), of which $4.0 million will be held in escrow for up to twenty-four (24) months following the Closing ~~registrant~~for ~~has~~the ~~duly~~purpose ~~caused~~of ~~this~~satisfying ~~report~~certain contingent indemnification obligations related to becertain ~~signed~~tax onrepresentations, ~~its~~to ~~behalf~~the extent such obligations become non-contingent. The Purchased Assets comprised of (i) equity interests in certain RAIT subsidiaries holding substantially all of RAIT’s operating assets, (ii) cash and cash equivalents, (iii) Class F, G and H notes issued by RAIT CRE CDO I, Ltd. and RAIT CRE CDO I, LLC, (iv) a participation interest in a commercial real estate mortgage loan, and (v) the ~~undersigned~~assignment and assumption of certain guaranties made by RAIT related to loans secured by real estate owned by certain subsidiaries of RAIT. The Purchase Price was determined as a result of bidding processes conducted by ~~hereunto~~RAIT ~~duly~~(i) ~~authorized~~in the period prior to filing the Chapter 11 Cases and (ii) post-filing, pursuant to Bankruptcy Court-approved bidding procedures, and no higher or otherwise better bid was received as a result of the bidding procedures.

These descriptions are qualified in their entity by reference to the full text of the Original Purchase Agreement, the Amendment and the RSA, which are filed as Exhibits 10.1.1, 10.1.2, and 10.2.1, respectively, to RAIT’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RAIT Financial Trust

December 13, 2019

/s/ John J. Reyle

Name: John J. Reyle

Title: Chief Executive Officer, President & General Counsel

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