UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): |
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October 18, 2016 |
RAIT Financial Trust
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(Exact name of registrant as specified in its charter)
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Maryland |
1-14760 |
23-2919819 |
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_____________________ (State or other jurisdiction |
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______________ (I.R.S. Employer |
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of incorporation) |
File Number) |
Identification No.) |
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Two Logan Square, 100 N. 18 th St., 23 rd Floor, Philadelphia, Pennsylvania |
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19103 |
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_________________________________ (Address of principal executive offices) |
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___________ (Zip Code) |
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Registrant’s telephone number, including area code: |
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(215) 207-2100 |
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N/A
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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:
[ ] 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))
Item 1.01 Entry into a Material Definitive Agreement.
On October 20, 2016, RAIT CRE Conduit II, LLC (the “Seller”), RAIT Financial Trust (“RAIT”) (as guarantor under the UBS MRA (defined below), UBS Real Estates Securities Inc., (the “Assignor”), and UBS AG, (the “Assignee”), entered into Assignment and Amendment No. 6 (the "UBS Assignment & Amendment ") to the Master Repurchase Agreement dated as of January 24, 2014 (as previously amended, the "UBS MRA") among such parties. The UBS Assignment & Amendment assigned the Assignor’s interest in the UBS MRA and related documents and transactions to the Assignee on the terms and subject to the conditions set forth in the UBS Assignment & Amendment. On October 20, 2016, RAIT entered into the Assignment and Reaffirmation of Guaranty (the “UBS Assignment & Reaffirmation of Guaranty”) with the Assignor and the Assignee relating to RAIT’s guaranty dated as of January 24, 2014 (the “Guaranty”) under the UBS MRA. The UBS Assignment & Reaffirmation of Guaranty assigned the Assignor’s interest in the Guaranty to the Assignee on the terms and subject to the conditions set forth in the UBS Assignment & Reaffirmation of Guaranty.
The summary in this report of the documents filed as exhibit 10.1 and 10.2 hereto does not purport to be complete and is qualified in its entirety by reference to the full text of such documents which are incorporated herein by reference. Such exhibits have been filed solely to provide information regarding their terms. Such exhibits may contain representations and warranties that the parties thereto made solely for the benefit of the other parties. In addition, such representations and warranties (i) may have been qualified by confidential disclosures made to the other party in connection with such document, (ii) may be subject to a materiality standard which may differ from what may be viewed as material by investors, (iii) were made only as of the date of such document or such other date as is specified therein and (iv) may have been included in such document for the purpose of allocating risk between or among the parties thereto rather than establishing matters as facts.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this report is incorporated herein by reference.
Item 8.01. Other Events.
Effective October 18, 2016, Scott F. Schaeffer resigned his position as chairman of the board of trustees of RAIT, or the board. Mr. Schaeffer remains a trustee serving on the board and the chief executive officer of RAIT. Upon the recommendation of the nominating and governance committee of the board, the board, effective October 18, 2016, appointed Michael J. Malter to replace Mr. Schaeffer as chairman of the board. Mr. Malter has served as an independent trustee of RAIT since November 2015. RAIT’s lead trustee charter provides that its lead trustee is appointed for a term ending, among other things, when the board elects a chairman that is an independent trustee. As a result of the appointment of Mr. Malter to serve as chairman of the board, the term of RAIT’s current lead trustee, Murray Stempel III, ended. Mr. Stempel remains a trustee serving on the board. The membership of the board did not change as a result of these changes.
Press Release
RAIT issued a press release on October 24, 2016 announcing a new chairman of RAIT’s board of trustees. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The exhibits filed as part of this Current Report on Form 8-K are identified in the Exhibit Index immediately following the signature page of this report. Such Exhibit Index is incorporated herein by reference.
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.
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RAIT Financial Trust |
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October 24, 2016 |
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By: |
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/s/ James J. Sebra |
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Name: James J. Sebra |
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Title: Chief Financial Officer and Treasurer |
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Exhibit No. |
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Description |
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10.1 |
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Assignment and Amendment No. 6 to Master Repurchase Agreement and Assignment and Amendment No. 4 to Pricing Letter, dated October 20, 2016 among RAIT CRE Conduit II, LLC, as seller, UBS Real Estate Securities Inc., as assignor, UBS AG, as assignee, and RAIT Financial Trust, as guarantor. |
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10.2 |
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Assignment and Reaffirmation of Guaranty, dated October 20, 2016 among UBS Real Estate Securities Inc., as assignor, UBS AG, as assignee, and RAIT Financial Trust, as guarantor. |
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99.1 |
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Press Release |
Exhibit 10.1
EXECUTION
ASSIGNMENT AND AMENDMENT NO. 6
TO MASTER REPURCHASE AGREEMENT AND
ASSIGNMENT AND AMENDMENT NO. 4 TO PRICING LETTER
Assignment and Amendment No. 6 to Master Repurchase Agreement and Assignment and Amendment No. 4 to Pricing Letter, dated October 20, 2016 (this “ Amendment ”) among RAIT CRE CONDUIT II, LLC (the “ Seller ”), UBS REAL ESTATE SECURITIES INC. (“ Assignor ”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“ Assignee ” and “ UBS 1285 ”) and RAIT FINANCIAL TRUST (the “ Guarantor ”).
WITNESSETH
Assignor, Seller and Guarantor are parties to that certain (a) Master Repurchase Agreement, dated as of January 24, 2014 (as amended by Amendment No. 1, dated as of March 17, 2014, Amendment No. 2, dated as of March 27, 2014, Amendment No. 3, dated as of September 28, 2015, Amendment No. 4, dated as of November 13, 2015 and Amendment No. 5, dated as of December 23, 2015, the “ Existing Repurchase Agreement ”, and as further amended by this Amendment, the “ Repurchase Agreement ”) and (b) Pricing Letter, dated as of January 24, 2014 (as amended by Amendment No. 1, dated as of March 27, 2014, Amendment No. 2, dated as of December 11, 2014 and Amendment No. 3, dated as of September 28, 2015, the “ Existing Pricing Letter ”, and as further amended by this Amendment, the “ Pricing Letter ”). The Guarantor is a party to that certain Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “ Program Guaranty ”), dated as of January 24, 2014, made by Guarantor in favor of Assignor. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement, Existing Pricing Letter and Program Guaranty, as applicable.
Assignor wishes to assign to UBS 1285 and UBS 1285 wishes to assume all of the Assignor’s interest in the Repurchase Agreement, the Pricing Letter, the other Program Documents and all future and outstanding Transactions thereunder.
Assignor, UBS 1285, Seller and Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement and Existing Pricing Letter be amended to reflect certain agreed upon revisions to the terms thereof. As a condition precedent to amending the Existing Repurchase Agreement and Existing Pricing Letter, the parties require Guarantor to ratify and affirm the Program Guaranty on the date hereof.
Accordingly, Assignor, UBS 1285, Seller and Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein contained (the receipt and sufficiency of which are hereby acknowledged by each of the parties), that the Existing Repurchase Agreement and Existing Pricing Letter are hereby amended as follows:
SECTION 1. Assignment . In consideration of the Repurchase Price outstanding as of the date hereof, Assignor hereby assigns and UBS 1285 hereby assumes all of Assignor’s rights and obligations, as Buyer, with respect to the Existing Repurchase Agreement, the Existing Pricing Letter and all future and outstanding Transactions thereunder. For the
avoidance of doubt, each outstanding Transaction is a continuing transaction and has not been, and shall not be, considered terminated in any respec t. From and after the date hereof, (a) UBS 1285 shall be a party to the Repurchase Agreement and Pricing Letter and shall have the rights and obligations of Assignor as Buyer thereunder and shall be bound by the provisions thereof and (b) Assignor shall re linquish its rights and be released from its obligations under the Repurchase Agreement and Pricing Letter and all future and outstanding Transactions thereunder except for those Obligations of Seller to Assignor (including, without limitation, any indemn ification obligations) that survive which shall continue for the benefit of the Assignor.
SECTION 2. Repurchase Agreement Amendments .
2.1 Definitions . Section 2 of the Existing Repurchase Agreement is hereby amended by:
(a) deleting the definitions of “ Buyer ”, “ Price Differential Shortfall ” and “ Program Documents ” in their entirety and replacing them with the following:
“ Buyer ” shall mean UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York, its successors in interest and assigns pursuant to Section 18 and, with respect to Section 7, its participants.
“ Price Differential Shortfall ” shall mean the amount, if any, by which the actual aggregate Price Differential paid to Buyer up to the Termination Date is less than the Minimum Price Differential.
“ Program Documents ” shall mean this Agreement, the Pricing Letter, the Custodial Agreement, the Program Guaranty, the Control Agreement, the Collateral Administration Agreement, the Exit Fee Side Letter, the Collateral Administrator Notice, if any, and the Power of Attorney.
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(b) |
adding the following definition in its proper alphabetical order: |
“ Exit Fee Side Letter ” shall mean that certain Letter Agreement dated as of October 20, 2016 by and between UBS Securities LLC and Seller.
2.2 References . The Existing Repurchase Agreement is hereby amended by:
(a) replacing all references to “UBS Real Estate Securities Inc.” with “UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York”.
(b) deleting the definition of “ Securitization Mandate Letter ” and any and all references thereto.
(c) replacing the notice information for Seller and Guarantor with c/o RAIT Financial Trust, Two Logan Square, 100 N. 18 th Street, 23 rd Floor, Philadelphia, PA 19103.
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2.3 Buyer Authorizations . Th e Existing Repurchase Agreement is hereby amended by deleting Buyer’s Authorizations on Schedule 2 in its entirety and replacing it with Annex A attached hereto.
SECTION 3. Pricing Letter Amendments .
3.1
Definitions
. Section 1 of the Existing Pricing Letter is hereby amended by deleting the definition of “Exit Fee” in its entirety and replacing it with the following:
“
Exit Fee
” shall mean an amount equal to the product of (i) 1.00%, (ii) the Maximum Aggregate Purchase Price, and (iii) two.
3.2 References. The Existin g Pricing Letter is hereby amended by:
(a) replacing all references to “UBS Real Estate Securities Inc.” with “UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York”.
(b)
deleting the definition of “
Securitization Fees
” and any and all references thereto.
SECTION 4. Conditions Precedent . This Amendment shall become effective as of the date hereof (the “ Assignment Effective Date ”), subject to the satisfaction of the following conditions precedent:
4.1 Delivered Documents . The parties hereto shall have received the following documents, each of which shall be satisfactory to the Assignor and UBS 1285, as applicable, in form and substance:
(a) this Amendment, executed and delivered by the parties hereto;
(b) amendments to the other Program Documents as required by UBS 1285 in its sole discretion, executed and delivered by the parties thereto;
(c) on or prior to the date hereof, Seller shall permit UBS 1285 and Assignor to take all steps as it may deem necessary in connection with UCC searches and filing duly authorized and filed Uniform Commercial Code financing statements on Form UCC-1 and UCC-3 as applicable, as is necessary or, in the opinion of UBS 1285, desirable to perfect UBS 1285’s interests in the Purchased Assets and other Repurchase Assets;
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the Exit Fee Side Letter, executed and delivered by the Seller and UBS Securities LLC; and |
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(e) |
such other documents as UBS 1285 or counsel to UBS 1285 may reasonably request.
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SECTION 5. Ratification of Agreement . As amended by this Amendment, the Exist ing Repurchase Agreement and Existing Pricing Letter are in all respects ratified and confirmed and the Existing Repurchase Agreement as so modified by this Amendment shall be read, taken, and construed as one and the same instrument.
SECTION 6. Representations and Warranties . Each of the Seller and Guarantor hereby represents and warrants to the Buyer and Assignee that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Default or Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 11 of the Repurchase Agreement. Each of the Seller and Guarantor hereby represents and warrants that this Amendment has been duly and validly executed and delivered by it, and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
SECTION 7. Limited Effect . Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.
SECTION 8. Severability . Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 9. Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. The parties agree that this Amendment, any documents to be delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by email and/or by facsimile. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. The original documents shall be promptly delivered, if requested.
SECTION 10. Binding Effect . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
SECTION 11. GOVERNING LAW . THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AMENDMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AMENDMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC
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TRANSACTION AMONG THE PARTIES HERETO SHALL BE GOVERNED BY E-SIGN.
SECTION 12. Reaffirmation of Program Guaranty . The Guarantor hereby (i) agrees that the liability of Guarantor or rights of Buyer under the Program Guaranty shall not be affected as a result of this Amendment, (ii) as of the date hereof the Program Guaranty shall be in favor of UBS 1285 except for those Obligations that survive which shall continue for the benefit of the Assignor, (iii) ratifies and affirms all of the terms, covenants, conditions and obligations of the Program Guaranty and (iv) acknowledges and agrees that such Program Guaranty is and shall continue to be in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their representative officers there under duly authorized, as of the date first above written.
UBS REAL ESTATE SECURITIES INC.
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By: |
/s/ David Schell
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By: |
/s/ Mary Kunka
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UBS AG, by and through its branch office at
1285 Avenue of the Americas, New York,
New York, as Assignee and UBS 1285
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By: |
/s/ David Schell
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By: |
/s/ Mary Kunka
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Signature Page to
Assignment and Amendment No. 6 to Master Repurchase Agreement and
Assignment and Amendment No. 4 to Pricing Letter
RAIT CRE Conduit II, LLC, a Delaware limited liability company, as Seller
By: RAIT Partnership, L.P., a Delaware limited partnership, its sole member and manager
By: RAIT General, Inc., a Maryland corporation, its sole general partner
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By: |
/s/ Scott Davidson
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RAIT FINANCIAL TRUST, as Guarantor
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By: |
/s/ Scott Davidson
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Signature Page to
Assignment and Amendment No. 6 to Master Repurchase Agreement and
Assignment and Amendment No. 4 to Pricing Letter
Any of the persons whose signatures and titles appear below are authorized, acting singly, to act for Buyer under this Agreement:
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Title |
Signature |
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David Schell |
Executive Director |
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Siho Ham |
Director |
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Nicholas Galeone |
Executive Director |
Exhibit 10.2
EXECUTION
ASSIGNMENT AND REAFFIRMATION OF GUARANTY
Assignment and Reaffirmation of Guaranty, dated October 20, 2016 (this “ Assignment ”) among UBS REAL ESTATE SECURITIES INC. (“ Assignor ”), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“ Assignee ” and “ UBS 1285 ”) and RAIT FINANCIAL TRUST (the “ Guarantor ”).
WITNESSETH
Assignor, RAIT CRE Conduit II, LLC and Guarantor are parties to that certain (a) Master Repurchase Agreement, dated as of January 24, 2014 (as amended, restated, supplemented or otherwise modified, the “ Repurchase Agreement ”) and (b) Pricing Letter, dated as of January 24, 2014 (as amended, restated, supplemented or otherwise modified, the “ Pricing Letter ”). The Guarantor is a party to that certain Guaranty, dated as of January 24, 2014 (the “ Existing Guaranty ”, as assigned by this Assignment and Reaffirmation, the “ Guaranty ”), made by Guarantor in favor of Assignor. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement, the Pricing Letter and the Existing Guaranty, as applicable.
Assignor wishes to assign to UBS 1285 and UBS 1285 wishes to assume all of the Assignor’s interest in the Guaranty.
Assignor, UBS 1285 and Guarantor have agreed, subject to the terms and conditions of this Assignment, that the Existing Guaranty be amended to reflect certain agreed upon revisions to the terms thereof.
Accordingly, Assignor, UBS 1285 and Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein contained (the receipt and sufficiency of which are hereby acknowledged by each of the parties), that the Existing Guaranty hereby amended as follows:
SECTION 1. Assignment . Assignor hereby assigns and UBS 1285 hereby assumes all of Assignor’s rights and benefits, as buyer, with respect to the Existing Guaranty.
SECTION 2. Reaffirmation of Guaranty . The Guarantor hereby (i) agrees that the liability of Guarantor or rights of Buyer under the Guaranty shall not be affected as a result of this Assignment, (ii) as of the Assignment Effective Date the Guaranty shall be in favor of UBS 1285 except for those Obligations that survive which shall continue for the benefit of the Assignor, (iii) ratifies and affirms all of the terms, covenants, conditions and obligations of the Guaranty and (iv) acknowledges and agrees that such Guaranty is and shall continue to be in full force and effect.
SECTION 3. Conditions Precedent . This Assignment shall become effective as of the date hereof (the “ Assignment Effective Date ”), subject to the satisfaction of the following conditions precedent:
3.1 Delivered Documents . The parties hereto shall have received the following documents, each of which shall be satisfactory to the Assignor and UBS 1285, as applicable, in form and substance:
(a) this Assignment, executed and delivered by the parties hereto; and
(b) such other documents as UBS 1285 or counsel to UBS 1285 may reasonably request.
SECTION 4. Ratification of Agreement . As amended by this Assignment, the Existing Guaranty is in all respects ratified and confirmed and the Existing Guaranty as so modified by this Assignment shall be read, taken, and construed as one and the same instrument.
SECTION 5. Limited Effect . Except as expressly amended and modified by this Assignment, the Existing Guaranty Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.
SECTION 6. Severability . Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 7. Counterparts . This Assignment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Assignment by signing any such counterpart. The parties agree that this Assignment, any documents to be delivered pursuant to this Assignment and any notices hereunder may be transmitted between them by email and/or by facsimile. Delivery of an executed counterpart of a signature page of this Assignment in Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Assignment. The original documents shall be promptly delivered, if requested.
SECTION 8. Binding Effect . This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
SECTION 9. GOVERNING LAW . THIS ASSIGNMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS ASSIGNMENT, THE RELATIONSHIP OF THE PARTIES TO THIS ASSIGNMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS ASSIGNMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE EFFECTIVENESS, VALIDITY AND ENFORCEABILITY OF ELECTRONIC CONTRACTS, OTHER RECORDS, ELECTRONIC RECORDS AND ELECTRONIC SIGNATURES USED IN CONNECTION WITH ANY ELECTRONIC TRANSACTION AMONG THE PARTIES HERETO SHALL BE GOVERNED BY E-SIGN.
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[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be executed by their representative officers there under duly authorized, as of the date first above written.
UBS REAL ESTATE SECURITIES INC.
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By: |
/s/ David Schell
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By: |
/s/ Mary Kunka
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UBS AG, by and through its branch office at
1285 Avenue of the Americas, New York,
New York
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By: |
/s/ David Schell
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By: |
/s/ Mary Kunka
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Signature Page to
Assignment and Reaffirmation of Guaranty
RAIT FINANCIAL TRUST , as Guarantor
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By: |
/s/ Scott Davidson
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Signature Page to
Assignment and Reaffirmation of Guaranty
Exhibit 99.1
RAIT Financial Trust Announces New Independent Chairman of the Board of Trustees
RAIT’s Board Separates Chairman and CEO Roles
Philadelphia, PA – October 24, 2016 – RAIT Financial Trust (“RAIT”) (NYSE: RAS) today announced that, effective October 18, 2016, RAIT’s Board of Trustees (the “Board”) separated RAIT’s offices of Chairman and Chief Executive Officer (“CEO”) previously both held by Scott Schaeffer and elected Michael Malter to succeed Mr. Schaeffer as Chairman. Mr. Malter joined the Board in November 2015 and has been determined by the Board to be independent. Mr. Malter currently serves on the Risk Management Committee and the Compensation Committee of the Board and chairs the Special Committee of the Board which was responsible for negotiating the previously announced agreement by RAIT with Independence Realty Trust, Inc. (“IRT”) (NYSE MKT:IRT) relating to IRT’s management internalization.
Mr. Schaeffer will remain a member of the Board and continue as RAIT’s CEO until the closing of IRT’s management internalization transaction contemplated by this agreement which is expected to occur in December 2016.
As previously announced, Scott Davidson, RAIT’s current President, will become the CEO of RAIT and will serve on the RAIT Board effective upon this closing. Mr. Davidson has been with RAIT since 2010, serving in various capacities, including Managing Director and President.
"I'm pleased to have been appointed Chairman of RAIT’s Board,” said Michael Malter. “I'm excited to work with Scott Davidson and the Board as we seek to enhance RAIT’s position within the commercial mortgage REIT sector and maximize long-term returns for our stakeholders. On behalf of the RAIT Board, I would like to thank Scott Schaeffer for his service, dedication and leadership over his sixteen year career with the company.”
About Michael Malter
Mr. Malter is a retired investment banker having served in a variety of senior management positions at JPMorgan Chase & Co., or JPM, a financial services firm, and its predecessor firms from 1988 until 2005. He retired as the Co-Head of the Global Financial Institutions Group of JPM in 2005. Mr. Malter currently serves as a director or member of the advisory committee of four investment vehicles that each use Varadero Capital, L.P., an SEC registered investment adviser, as their respective investment manager.
About RAIT Financial Trust
RAIT Financial Trust is an internally-managed real estate investment trust that provides debt financing options to owners of commercial real estate and invests directly into commercial real estate properties located throughout the United States. In addition, RAIT is an asset and property manager of real estate-related assets. For more information, please visit www.rait.com or call Investor Relations at 215.243.9000.
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This press release 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 Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “guidance,” “may,” “plan,” “will,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “seek,” “opportunities” or other similar words or terms. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to: the inability of the parties to satisfy all required closing conditions and consummate the management internalization transaction, enhance RAIT’s position within the commercial mortgage REIT sector or maximize long-term returns for stakeholders. 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.
RAIT Financial Trust Contact
Andres Viroslav
215-207-2100
ir@rait.com
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