SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
(Amendment No. 3)
RAIT FINANCIAL TRUST
(Name of Issuer)
Common Shares of Beneficial Interest, $0.03 par value per share
(Title of Class of Securities)
749227609
(CUSIP Number)
Thomas Surgent, Chief Compliance Officer
Highland Capital Management, L.P.
300 Crescent Court, Suite 700
Dallas, TX 75201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 21, 2016
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
CUSIP NO. 749227609 | 13D | Page 2 of 18 Pages |
1 | NAME OF REPORTING PERSONS
Highland Global Allocation Fund | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,219,361 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,219,361 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,219,361 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IV, OO |
CUSIP NO. 749227609 | 13D | Page 3 of 18 Pages |
1 | NAME OF REPORTING PERSONS
Highland Small-Cap Equity Fund | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Massachusetts | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
484,789 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
484,789 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,789 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.5% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IV, OO |
CUSIP NO. 749227609 | 13D | Page 4 of 18 Pages |
1 | NAME OF REPORTING PERSONS
Highland Capital Management Fund Advisors, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF, OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,704,150 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,704,150 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,704,150 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IA, PN |
CUSIP NO. 749227609 | 13D | Page 5 of 18 Pages |
1 | NAME OF REPORTING PERSONS
Strand Advisors XVI, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF/OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,704,150 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,704,150 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,704,150 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
HC, OO |
CUSIP NO. 749227609 | 13D | Page 6 of 18 Pages |
1 | NAME OF REPORTING PERSONS
NexPoint Real Estate Strategies Fund | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
98,040 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
98,040 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,040 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IV |
CUSIP NO. 749227609 | 13D | Page 7 of 18 Pages |
1 | NAME OF REPORTING PERSONS
NexPoint Advisors, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF/OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
98,040 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
98,040 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,040 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IA, PN |
CUSIP NO. 749227609 | 13D | Page 8 of 18 Pages |
1 | NAME OF REPORTING PERSONS
NexPoint Advisors GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF/OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
98,040 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
98,040 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,040 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
HC, OO |
CUSIP NO. 749227609 | 13D | Page 9 of 18 Pages |
1 | NAME OF REPORTING PERSONS
Highland Select Equity Master Fund, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
WC | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,775,457 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,775,457 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
PN |
CUSIP NO. 749227609 | 13D | Page 10 of 18 Pages |
1 | NAME OF REPORTING PERSONS
Highland Select Equity Fund GP, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF/OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,775,457 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,775,457 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
PN |
CUSIP NO. 749227609 | 13D | Page 11 of 18 Pages |
1 | NAME OF REPORTING PERSONS
Highland Select Equity GP, LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF/OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,775,457 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,775,457 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
OO |
CUSIP NO. 749227609 | 13D | Page 12 of 18 Pages |
1 | NAME OF REPORTING PERSONS
Highland Capital Management, L.P. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF/OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,775,457 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,775,457 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
IA, PN |
CUSIP NO. 749227609 | 13D | Page 13 of 18 Pages |
1 | NAME OF REPORTING PERSONS
Strand Advisors, Inc. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF/OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,775,457 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,775,457 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
HC, CO |
CUSIP NO. 749227609 | 13D | Page 14 of 18 Pages |
1 | NAME OF REPORTING PERSONS
James D. Dondero | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (see instructions)
AF/OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
5,577,647 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
5,577,647 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,577,647 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
| |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1% | |||||
14 | TYPE OF REPORTING PERSON (see instructions)
HC, IN |
CUSIP NO. 749227609 | 13D | Page 15 of 18 Pages |
SCHEDULE 13D
This Amendment No. 3 (this Amendment) is being filed on behalf of Highland Global Allocation Fund, a series of Highland Funds II, a Massachusetts business trust (the Global Fund), Highland Small-Cap Equity Fund, a series of Highland Funds II, a Massachusetts business trust (the Small-Cap Fund), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (Highland Fund Advisors), Strand Advisors XVI, Inc., a Delaware corporation (Strand XVI), NexPoint Real Estate Strategies Fund, a Delaware statutory trust (NRESF), NexPoint Advisors, L.P., a Delaware limited partnership (NexPoint Advisors), NexPoint Advisors GP, LLC, a Delaware limited liability company (NexPoint Advisors GP), Highland Select Equity Master Fund, L.P., a Bermuda limited partnership (Select Fund), Highland Select Equity Fund GP, L.P., a Delaware limited partnership (Select GP), Highland Select Equity GP, LLC, a Delaware limited liability company (Select LLC), Highland Capital Management, L.P., a Delaware limited partnership (Highland Capital), Strand Advisors, Inc., a Delaware corporation (Strand) and James D. Dondero (collectively, the Reporting Persons), and amends the Schedule 13D filed on October 7, 2016, as subsequently amended on November 10, 2016 and as subsequently amended on December 5, 2016. This Amendment updates the purpose of the transaction. The Schedule 13D is supplementally amended as follows:
Item 4. | Purpose of Transaction. |
NexPoint Real Estate Advisors, LP (NexPoint), an affiliate of Highland Capital, previously sent letters (the Letters), dated November 10, 2016 and December 5, 2016, to Mr. Michael J. Malter, the Chairman of the board of trustees of the Issuer (the Board), expressing NexPoints interest in engaging in discussions with the Issuers management regarding proposals intended to enhance shareholder value. After becoming aware of the Letters, another shareholder of the Issuer informed NexPoint that he had submitted a shareholder proposal to the Issuer under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the Exchange Act). On December 21, 2016, NexPoint and the other shareholder entered into an indemnity letter related to the shareholder proposal.
The indemnity letter confirms that NexPoint and the other shareholder (1) have no agreement, contract, arrangement, understanding, plan or proposal relating to the Issuer or its securities, other than the indemnification obligation, and (2) have not formed a group under Section 13(d) of the Exchange Act. The foregoing description of the indemnity letter is qualified in its entirety by reference to the full text attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 7. | Materials to be Filed as Exhibits. |
99.1 | Indemnity Letter, dated December 21, 2016. |
CUSIP NO. 749227609 | 13D | Page 16 of 18 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: December 22, 2016
HIGHLAND FUNDS II, on behalf of its series Highland Global Allocation Fund | ||||||
By: | /s/ Brian Mitts | |||||
Name: Brian Mitts | ||||||
Title: Authorized Signatory | ||||||
HIGHLAND FUNDS II, on behalf of its series Highland Small-Cap Equity Fund | ||||||
By: | /s/ Brian Mitts | |||||
Name: Brian Mitts | ||||||
Title: Authorized Signatory | ||||||
HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. | ||||||
By: | Strand Advisors XVI, Inc., its general partner | |||||
By: | /s/ Brian Mitts | |||||
Name: Brian Mitts | ||||||
Title: Authorized Signatory | ||||||
STRAND ADVISORS XVI, INC. | ||||||
By: | /s/ Brian Mitts | |||||
Name: Brian Mitts | ||||||
Title: Authorized Signatory | ||||||
NEXPOINT REAL ESTATE STRATEGIES FUND | ||||||
By: | /s/ Brian Mitts | |||||
Name: Brian Mitts | ||||||
Title: Authorized Signatory | ||||||
NEXPOINT ADVISORS, L.P. | ||||||
By: | NexPoint Advisors GP, LLC, its general partner | |||||
By: | /s/ Brian Mitts | |||||
Name: Brian Mitts | ||||||
Title: Authorized Signatory | ||||||
NEXPOINT ADVISORS GP, LLC | ||||||
By: | /s/ Brian Mitts | |||||
Name: Brian Mitts | ||||||
Title: Authorized Signatory |
CUSIP NO. 749227609 | 13D | Page 17 of 18 Pages |
HIGHLAND SELECT EQUITY MASTER FUND, L.P. | ||||||
By: Highland Select Equity Fund GP, L.P., its general partner | ||||||
By: Highland Select Equity GP, LLC, its general partner | ||||||
By: Highland Capital Management, L.P., its sole member | ||||||
By: Strand Advisors, Inc., its general partner | ||||||
By: | /s/ Scott Ellington | |||||
Name: Scott Ellington | ||||||
Title: Authorized Signatory | ||||||
HIGHLAND SELECT EQUITY FUND GP, L.P. | ||||||
By: Highland Select Equity GP, LLC, its general partner | ||||||
By: Highland Capital Management, L.P., its sole member | ||||||
By: Strand Advisors, Inc., its general partner | ||||||
By: | /s/ Scott Ellington | |||||
Name: Scott Ellington | ||||||
Title: Authorized Signatory | ||||||
HIGHLAND SELECT EQUITY GP, LLC | ||||||
By: Highland Capital Management, L.P., its sole member | ||||||
By: Strand Advisors, Inc., its general partner | ||||||
By: | /s/ Scott Ellington | |||||
Name: Scott Ellington | ||||||
Title: Authorized Signatory | ||||||
HIGHLAND CAPITAL MANAGEMENT, L.P. | ||||||
By: Strand Advisors, Inc., its general partner | ||||||
By: | /s/ Scott Ellington | |||||
Name: Scott Ellington | ||||||
Title: Authorized Signatory | ||||||
STRAND ADVISORS, INC. | ||||||
By: | /s/ Scott Ellington | |||||
Name: Scott Ellington | ||||||
Title: Authorized Signatory | ||||||
/s/ James D. Dondero | ||||||
James D. Dondero |
CUSIP NO. 749227609 | 13D | Page 18 of 18 Pages |
EXHIBIT INDEX
Exhibit No. |
Exhibit Description | |
99.1 | Indemnity Letter, dated December 21, 2016. |
Exhibit 99.1
December 21, 2016
Edward S. Friedman
705 Edgehill Road
Wilmington, Delaware 19807
Dear Mr. Friedman:
We appreciate you reaching out to NexPoint Real Estate Advisors, L.P. (NexPoint), an affiliate of Highland Capital Management, L.P., with respect to your investment in RAIT Financial Trust (RAIT). We understand you submitted a shareholder proposal to RAIT under Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Should RAIT and/or its affiliates file a lawsuit or threaten to file a lawsuit against you in connection with your proposal, NexPoint agrees to provide legal counsel to defend you in such action and to indemnify you for any costs or damages awarded against you in such action so long as you reasonably cooperate with NexPoint in pursuing the defense of such action. In the event that you do not reasonable cooperate with NexPoint as set forth above, NexPoint will cease providing you legal counsel and will not indemnify you in connection with any such legal action arising in connection with your proposal.
Although we share your concern about the performance of RAIT, we and you also confirm that we have (1) no agreement, contract, arrangement, understanding, plan or proposal relating to RAIT or its securities, other than the indemnification obligation set forth above, and (2) have not formed a group under Section 13(d) of the Exchange Act.
Please sign in the space provided below if you agree to this arrangement.
Sincerely,
/s/ Jim Dondero
Jim Dondero
President
Accepted and Agreed to:
/s/ Edward S. Friedman |
Edward S. Friedman |
Date: December 21, 2016