UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT ~~REPORT~~ ~~PURSUANT TO SECTION 13 OR 15(d) OF~~ REPORT

~~THE~~Pursuant ~~SECURITIES~~to ~~EXCHANGE~~Section 13 ~~ACT~~or OF15(d) ~~1934~~of the

~~October 3,~~Securities ~~2019~~Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): November 19, 2019

RAIT Financial Trust

(Exact name of ~~Registrant~~registrant as specified in its charter)

Commission File Number 1-14760

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:

Maryland		23-2919819
(State or other jurisdiction ofincorporation)		(I.R.S. EmployerIdentification No.)

N/A

~~Two~~Former ~~Logan~~name ~~Square,~~or ~~100~~former ~~N. 18th St.~~address, ~~23rd Floor,~~if ~~Philadelphia,~~changed ~~Pennsylvania~~since ~~19103~~last report

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

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

~~(215)~~☐ ~~207~~Soliciting material pursuant to Rule 14a-~~2100~~12 under the Exchange Act (17 CFR 240.14a-12)

~~(Registrant’s~~☐ ~~telephone~~Pre-commencement ~~number,~~communications ~~including~~pursuant ~~area~~to ~~code~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Not~~☐ ~~Applicable~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

(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 ~~whichregistered~~which registered Not applicable Not applicable 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 1.01. Entry into a Material Definitive Agreement.

On October 4, 2019, RAIT Financial Trust (“RAIT”) and certain of its direct and indirect subsidiaries (the “Sellers”) and CF RFP Holdings LLC (“Buyer”) entered into an Amendment No. 1 (the “Amendment”) to the Equity and Asset Purchase Agreement, dated August 30, 2019, by and among the Sellers and the Buyer (the “Purchase Agreement”), that was previously disclosed on the Current Report on Form 8-K filed by RAIT with the Securities and Exchange Commission on September 3, 2019.

The Amendment, among other things, (i) provides for an additional deposit by the Buyer in the amount of $8,721,000 if Buyer is the winning bidder or back-up bidder in the auction contemplated by the Purchase Agreement or if there is no such auction and (ii) adds a mechanism to adjust the purchase price for approved expenses associated with certain new, renewed, modified or amended leases that with the consent of Buyer are entered into by a Seller or an affiliate of Seller after the date of the Amendment and prior to the closing of the transactions contemplated by the Purchase Agreement. The Amendment further provides that if Buyer does not approve a proposed new, renewed, modified or amended lease or, if Buyer approves a proposed new, renewed, modified or amended lease, but does not approve all expenses associated therewith, Sellers will not be in breach of the Purchase Agreement for the consequences of the determination not to enter into such new, renewed, modified or amended lease or make such unapproved payments, as applicable. The foregoing description is only a summary and is qualified in its entirety by the full text of the Amendment, which will be filed as an exhibit to RAIT’s next quarterly filing on Form 10-Q or another appropriate report.

Item 8.01. Other Events.

AsModified ~~previously~~Exchange ~~reported~~Act by RAIT, RAIT was unable to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019 (the “Q1 10Q”) and its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 (the “Q2 10Q”) by their respective prescribed due dates without unreasonable effort or expense because RAIT required additional time to complete an evaluation of whether its investments in preferred equity interests should be accounted for as loans, equity method investments or debt securities. Historically, RAIT has accounted for its preferred equity interests as loans. Reporting

As previously ~~reported by RAIT~~disclosed, on August 1430, 2019, RAIT ~~sent~~Financial aTrust ~~written submission~~ (~~the~~ “~~OCA Submission~~RAIT”) ~~requesting~~and ~~accounting~~its ~~guidance~~affiliates ~~from~~RAIT ~~the~~Funding ~~Office~~LLC, ofRAIT ~~the~~General, ~~Chief~~Inc., ~~Accountant~~RAIT ofLimited, ~~the~~Inc., ~~Securities~~Taberna Realty Finance Trust, RAIT JV TRS, LLC, and ~~Exchange~~RAIT ~~Commission~~JV TRS Sub, LLC (together, the “~~OCA~~Debtors”) ~~regarding~~ ~~the~~filed ~~accounting~~voluntary ~~treatment~~bankruptcy ~~for~~cases ~~its~~(the ~~preferred~~“Chapter ~~equity~~11 ~~interests.~~Cases”) ~~On October~~under 3chapter 11, ~~2019,~~Title 11 of the ~~OCA~~U.S. ~~informed~~Bankruptcy ~~RAIT~~Code ~~that, based upon~~ (the ~~facts~~“Bankruptcy ~~and~~Code”) ~~circumstances described~~ in the ~~OCA~~United ~~Submission~~States ~~and~~Bankruptcy aCourt ~~subsequent~~for ~~discussion~~the ~~with~~District ~~RAIT’s management~~of ~~and~~Delaware ~~RAIT’s auditor,~~ (the ~~OCA~~“Bankruptcy ~~does~~Court”). ~~not~~The ~~object~~Chapter 11 Cases toare ~~RAIT~~jointly ~~accounting~~administered ~~for~~under ~~such~~the ~~preferred~~caption In ~~equity~~re: ~~interests~~RAIT ~~under~~Funding, ~~the~~LLC, ~~loan~~a ~~accounting~~Delaware ~~guidance~~limited ~~(i.e.~~liability company, ~~FASB ASC 310)~~et. al.

AsDuring ~~previously~~the ~~reported~~pendency byof ~~RAIT,~~the onChapter ~~August 30,~~11 ~~2019~~Cases, ~~RAIT~~in ~~and~~lieu ~~certain~~ of ~~its~~filing ~~affiliates~~Quarterly ~~filed~~Reports ~~voluntary~~on ~~petitions~~Form ~~for~~10-Q ~~relief~~and Annual Reports on Form 10-K under ~~chapter 11~~ ofSection ~~Title 11~~13(a) of the ~~United~~Securities ~~States~~Exchange ~~Code~~Act of 1934, as amended (the “~~Bankruptcy~~Exchange ~~Code~~Act”), inRAIT intends to follow the ~~United~~procedures ~~States~~outlined ~~Bankruptcy~~in ~~Court~~Exchange ~~for~~Act Release No. 9660 (June 30, 1972) (“Release No. 9660”), the ~~District~~Securities ofand ~~Delaware~~Exchange ~~which~~Commission’s ~~cases~~(the ~~are~~“Commission”) ~~being~~Staff ~~jointly~~Legal ~~administered~~Bulletin ~~under~~No. 2 (April 15, 1997) and the ~~caption In~~Commission’s ~~re:~~related ~~RAIT Funding~~no-action correspondence. Accordingly, ~~LLC~~RAIT will file with the Commission, aunder ~~Delaware~~cover ~~limited~~of ~~liability~~Current ~~company~~Reports on Form 8-K, ~~et.~~copies ~~al.~~of ~~Case~~the Nomonthly operating reports required to be submitted to the Bankruptcy Court. 19 RAIT will satisfy all other provisions of the Exchange Act, including filing all Current Reports on Form 8-~~11915~~K (~~BLS)~~with (the ~~“Chapter 11~~exception ~~Case”)~~of the financial information required by Item 9.01 Inof ~~light~~Form 8-K that would be triggered by a purchase or sale of assets by RAIT) and satisfying the ~~OCA’s~~proxy, ~~guidance~~issuer tender offer and ingoing-private ~~accordance~~provisions. ~~with~~ The Current Reports on Form 8-K will include material events relating to RAIT’s ~~fiduciary~~expected ~~duties~~winding up and dissolution (including as ato ~~debtor-in-possession~~whether ~~under~~any ~~the~~liquidation ~~Bankruptcy~~payments ~~Code,~~will ~~RAIT~~be ismade ~~evaluating~~to ~~its~~security ~~options~~holders, ~~with~~the ~~respect~~amount toof ~~addressing~~any liquidation payments and the amount of any expenses incurred). RAIT believes that this modified reporting ~~requirements~~program ~~of the~~is ~~Securities~~consistent ~~Exchange~~with ~~Act~~the protection of ~~1934,~~its investors as ~~amended~~set forth in Release No. 9660.

~~Cautionary~~Monthly ~~Note~~Operating ~~Regarding Forward-Looking Statements~~ Report

~~This~~On ~~Current~~October ~~Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements about our expectations~~30, ~~beliefs~~2019, ~~plans, or future events are not historical facts and may be forward-looking. Such statements include, but are not limited to, RAIT’s statements regarding~~ the ~~anticipated~~Debtors ~~timing~~jointly offiled ~~filing~~a ofmonthly ~~the~~operating ~~Form~~report ~~10-Q.~~for ~~These statements are often, but not always, made through~~ the ~~use~~period offrom ~~words~~August ~~or phrases such as “anticipates~~30,” ~~“believes,”~~2019 “can,” “could,” “may,” “predicts,” “potential,” “should,” “will,” “plans,” “continuing,” “ongoing,” “expects,” and similar words or phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties that are subject to ~~change~~September ~~based on various important factors~~30, ~~some~~ of2019 ~~which are beyond our control. For additional discussion of these risks, refer to~~ (the ~~section entitled~~ “~~Risk~~Monthly ~~Factors”~~Operating ~~and elsewhere in RAIT’s Annual~~ Report”) onwith ~~Form 10-K for~~ the ~~fiscal year~~Bankruptcy ~~ended December 31, 2018~~Court. A ~~Among~~copy ~~the factors that could cause actual results to differ from those reflected in forward-looking statements include, without limitation, whether RAIT will be able to avail itself~~ of ~~modified reporting requirements which may affect whether and when RAIT files~~ the Q1Monthly ~~10Q,~~Operating ~~the~~Report Q2is ~~10Q~~attached oras ~~other~~Exhibit ~~future similar reports; the timing and outcome of the Chapter 11 Case; and other risks and uncertainties described in RAIT’s filings with the SEC~~99. ~~New~~1 ~~risks and uncertainties emerge from time~~ to ~~time,~~this ~~and~~Current itReport ~~is not possible for RAIT to predict all risks and uncertainties that could have an impact~~ on ~~the forward-looking statements contained in this~~ Form 8-K. Inand ~~light~~is ofincorporated ~~the significant uncertainties inherent in the forward-looking information included~~ herein, ~~the inclusion of such information should not be regarded as a representation~~ by ~~RAIT or any other person that RAIT’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all~~reference. Investors are cautioned not to place undue reliance on RAIT’s forward-looking statements, and RAIT undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Any forward-looking statements only speak as of the date of this document, and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change, except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.

~~SIGNATURE~~The Monthly Operating Report, court filings and other information related to the Chapter 11 Cases are available at a website administered by the Debtors’ noticing and claims agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/rait, or www.deb.uscourts,gov, the official Bankruptcy Court website. The information set forth in these websites is not incorporated into this Item 8.01.

~~Pursuant~~Cautionary toStatement ~~the~~Regarding ~~requirements~~Forward-Looking ~~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.~~ Statements

This Current Report on Form 8-K may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. These statements are often, but not always, made through the use of words or phrases such as “anticipates,” “believes,” “can,” “could,” “may,” “potential,” “should,” “will,” “plans,” “continuing,” “ongoing,” “expects,” “intends to,” and similar words or phrases. Although RAIT believes that the expectations reflected in these forward-looking statements are reasonable, these statements are not guarantees of future performance and involve risks and uncertainties that are subject to change based on various important factors, some of which are beyond our control. Such forward-looking statements include, but are not limited to, statements related to (a) the transactions contemplated by (i) the Equity and Asset Purchase Agreement, dated August 30, 2019 (the “Purchase Agreement”), by and among RAIT, certain of its direct and indirect subsidiaries, and CF RFP Holdings LLC, a Delaware limited liability company and an entity owned by funds managed by affiliates of Fortress Investment Group LLC (“Buyer”), pursuant to which, among other things, Buyer agreed to purchase certain subsidiaries and assets of RAIT (together, the “Purchased Assets”), (ii) the Restructuring and Plan Support Agreement, dated August 29, 2019, by and among RAIT, Taberna Realty Finance Trust, and TP Management LLC, an affiliate of Buyer, in its capacity as delegate collateral manager, and (iii) the Restructuring and Plan Support Agreement, dated August 31, 2019, by and among RAIT, RAIT Funding, LLC, and Kodiak CDO I., Ltd., as holder of certain preferred securities, including the Chapter 11 Cases, and (b) the ability of the Debtors to operate as a “debtor in possession” under the jurisdiction of the Bankruptcy Court. These risks, uncertainties and contingencies include, but are not limited to, (i) whether the closing conditions of the Purchase Agreement will be satisfied or waived and whether the transactions contemplated thereby will be completed as provided therein, (ii) whether RAIT or its affiliates will be able to obtain approval with respect to motions in the Chapter 11 Cases and the Bankruptcy Court’s rulings in the Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; (iii) the length of time the Debtors will operate under the Chapter 11 Cases; (iv) risks associated with third-party motions in the Chapter 11

Cases, which may interfere with RAIT and its affiliates’ ability to develop and consummate the sale of the Purchased Assets; (v) the potential adverse effects of the Chapter 11 Cases on the Debtors’ liquidity, results of operations or business prospects; (vi) increased legal, advisor and other costs related to the Chapter 11 Cases and other litigation and the inherent risks involved in a bankruptcy process; and (vii) the effect of the Chapter 11 Cases on the trading price and value of RAIT securities. For additional discussion of these risks, refer to the section entitled “Risk Factors” and elsewhere in the RAIT’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Commission on March 26, 2019, Amendment No. 1 to RAIT’s Annual Report on Form 10-K/A for the year ended December 31, 2018, filed with the Commission on April 30, 2019, RAIT’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, filed with the Commission on November 7, 2019 and RAIT’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019, filed with the Commission on November 7, 2019. In light of the significant uncertainties inherent in any forward-looking information included herein, the inclusion of such information should not be regarded as a representation by RAIT or any other person that RAIT’s expectations, objectives or plans will be achieved in the timeframe anticipated or at all. RAIT undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law. All forward-looking statements attributable to RAIT are expressly qualified by these cautionary statements.

Cautionary Statement Regarding Financial Operating Data

The Debtors caution investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any securities of the Debtors. The Debtors prepared the Monthly Operating Report solely for purposes of complying with the monthly operating reporting requirements applicable in the Chapter 11 Cases. The financial information contained in the Monthly Operating Report is unaudited, limited in scope, and as such, has not been subject to procedures that would typically be applied to financial statements in accordance with accounting principles generally accepted in the United States of America. These unaudited financial statements were prepared using certain assumptions and estimates. These assumptions and estimates are subject to revision. Further, the amounts shown in this statement may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors. Accordingly, there can be no assurances that, from the perspective of an investor or potential investor in RAIT’s or its subsidiaries’ securities, the financial information contained in the Monthly Operating Report is complete.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

The following exhibit is included as part of this report:

Exhibit No.		Description
99.1	Debtors’ Monthly Operating Report for the period August 30, 2019 to September 30, 2019, filed with the United States Bankruptcy Court for the District of Delaware.

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

November 19, 2019	By:	/s/ Alfred J. Dilmore
		Name: Alfred J. Dilmore
		Title: Chief Financial Officer,
		Treasurer and Chief Accounting Officer

RAIT Financial Trust

Date: October 9, 2019

/s/ John J. Reyle

Name: John J. Reyle

Title: Chief Executive Officer, President and General Counsel

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