8-K

 

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

Date of Report (Date of Earliest Event Reported): October 27, 2014

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.)
2929 Arch St., 17th Floor, Philadelphia, Pennsylvania		19104
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (215) 243-9000

Not Applicable
______________________________________________
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 8.01 Other Events.

On October 27, 2014, RAIT Financial Trust issued a press release announcing the pricing of a non-recourse, floating-rate commercial mortgage backed securities transaction. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On October 29, 2014, this transaction was completed.

On October 27, 2014, we filed a prospectus supplement, or the DRSPP prospectus supplement, to our shelf registration statement on Form S-3 (File No. 333-195547), or the 2014 registration statement, registering the offer and sale of up to 7,772,217 of our common shares, or the remaining shares, that remain available for issuance pursuant to our dividend reinvestment and share purchase plan, or DRSPP, under the Securities Act of 1933, as amended, or the Securities Act. The 2014 registration statement was declared effective by the Securities and Exchange Commission, or the SEC, as of May 13, 2014. RAIT had previously filed a registration statement on Form S-3 (File No. 333-177324), or the 2011 registration statement, to register the offer and sale of its common shares pursuant to the DRSPP under the Securities Act, which 2011 registration statement was declared effective by the SEC as of October 28, 2011. Pursuant to Rule 415(a)(5) promulgated under the Securities Act, future offers and sales under the 2011 registration statement will be restricted as of October 28, 2014. As a result, effective upon the filing of the DRSPP prospectus supplement, all offers and sales of our common shares pursuant to the DRSPP are made pursuant to the DRSPP prospectus supplement and are no longer made pursuant to the 2011 registration statement. A copy of the opinion of Duane Morris LLP relating to the legality of the issuance and sale of our common shares pursuant to the DRSPP is attached to this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

5.1 Opinion of Duane Morris LLP regarding legality.
23.1 Consent of Duane Morris LLP (included in Exhibit 5.1).
99.1 Press Release

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
October 29, 2014	By:	/s/ James J. Sebra
		Name: James J. Sebra
		Title: Chief Financial Officer and Treasurer

Exhibit Index

Exhibit No.	Description
5.1	Opinion of Duane Morris LLP regarding legality (including Exhibit 23.1 Consent of Duane Morris LLP).
99.1	Press Release.

EX-5.1

DUANE MORRIS LLP
111 S. Calvert Street, Suite 2000
Baltimore, MD 21202

October 27, 2014

RAIT Financial Trust
Cira Centre, 2929 Arch Street, 17^th Floor
Philadelphia, PA 19104

Re: RAIT Financial Trust

Dear Ladies and Gentlemen:

We serve as special Maryland counsel to RAIT Financial Trust, a Maryland real estate investment trust (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the offer, sale and issuance of 7,772,217 common shares of beneficial interest, $0.03 par value per share, of the Company (“Common Shares”), pursuant to the Company’s Dividend Reinvestment and Share Purchase Plan as described in the Prospectus Supplement (the “Prospectus Supplement”) to be filed by the Company with the Securities and Exchange Commission (the “Commission”) for the offering by the Company of Common Shares under its current shelf registration filed with the Commission and declared effective by the Commission as of May 13, 2014 (File Number 333-195547) (the “Registration Statement”). This opinion is being provided at your request in connection with the filing of the Prospectus Supplement.

In connection with our representation of the Company, and as a basis for the opinions hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

(a) The Registration Statement in the form in which it will be transmitted to the Commission under the Act;

(b) The Prospectus Supplement;

(c) The Amended and Restated Declaration of Trust, as amended, corrected and supplemented, of the Company (the “Declaration”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

(d) The Bylaws of the Company, certified as of the date hereof by the Secretary of the Company (the “Bylaws”);

(e) Resolutions adopted by the Board of Trustees of the Company relating to the filing of the Prospectus Supplement and the registration, sale and issuance of the Common Shares, certified as of the date hereof by the Secretary of the Company;

(f) A certificate of the SDAT as to the good standing of the Company, dated October 27, 2014; and

(g) A Certificate of Secretary executed by the Secretary of the Company, dated as of the date hereof (the “Certificate”).

In such examination, we have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents, (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects, and (vi) the Common Shares will not be issued or transferred in violation of any restriction or limitation on transfer or ownership of Equity Shares (as defined in the Declaration) contained in Article VII of the Declaration. As to all questions of fact material to these opinions, we have relied solely upon the Certificate or comparable documents and upon the representations and warranties contained in the other Documents, and have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is as a real estate investment trust validly existing and in good standing under the laws of the State of Maryland.

2. The Common Shares, when issued and delivered by the Company pursuant to the Documents against payment of the consideration set forth therein, will be duly authorized, validly issued, fully paid and nonassessable.

The opinions expressed herein are limited to the substantive laws of the State of Maryland, which, in our experience, without having made any special investigation as to the applicability of any specific law, rules or regulation, are normally applicable to transactions of the type contemplated by the Documents (collectively, the “Applicable Laws”). No opinion is expressed as to the effect on the matters covered by this letter of the laws, rules or regulations of (i) the United States of America or (ii) the securities (or as they are known in the vernacular “blue sky”) laws of the State of Maryland, whether in any such case applicable directly or through the Applicable Laws. The opinions expressed herein are subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinions expressed herein are rendered as of the date hereof and are based on existing law, which is subject to change. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. We do not undertake to advise you of any changes in the opinions expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinions should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.

Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Prospectus Supplement. We hereby consent to the filing of this opinion as an exhibit to the Prospectus Supplement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Other than as set forth in the immediately preceding paragraph, these opinions may not be used or relied upon by any other person, nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent.

Sincerely yours,

/s/ Duane Morris LLP

RAIT Financial Trust Prices a $219.4 Million Non-Recourse, Floating-Rate CMBS Transaction

PHILADELPHIA, PA — October 27, 2014 — RAIT Financial Trust (NYSE: RAS) (“RAIT”) announced today the pricing of a non-recourse, floating-rate CMBS transaction collateralized by floating rate commercial real estate first lien mortgage loans and senior participation interests in such loans, all of which were originated by subsidiaries of RAIT totaling approximately $219.4 million. The transaction involves the issuance and sale by a RAIT subsidiary of investment grade notes totaling approximately $181.3 million with a weighted average cost of LIBOR plus 1.75%, which provides an advance rate to the RAIT subsidiary of approximately 82.6%. RAIT affiliates will retain all of the issuer’s below investment grade and un-rated subordinated interests totaling approximately $38.1 million. RAIT expects the transaction to close on October 29, 2014, subject to customary closing conditions. RAIT is entering into the transaction to obtain non-recourse, matched-term financing for the loans and participations serving as collateral. RAIT expects to earn a double-digit yield on its retained interest in the affiliated issuing entity, inclusive of fees less transaction expenses, assuming all of the underlying loans and participations are repaid at their stated maturity and not prepaid, in default or sold. UBS Securities LLC and Citigroup Global Markets Inc. acted as co-lead and joint book-running managers.

The bonds were offered inside the United States to (1) qualified institutional buyers within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and (2) to other institutional investors that are accredited investors within the meaning of rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act, and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The bonds have not been registered under the Securities Act or applicable state or foreign securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the bonds.

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.

RAIT Financial Trust Contact
Andres Viroslav
215-243-9000
aviroslav@rait.com