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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December 18, 2017 |
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. 18th St., 23rd 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
On December 18, 2017, RAIT Financial Trust ("RAIT"), its subsidiary, RAIT CRE Conduit IV, LLC ("RAIT CRE Conduit IV"), and Barclays Bank PLC ("Barclays") entered into the Second Amendment (the "Second MRA Amendment") to the previously disclosed Master Repurchase Agreement dated as of December 23, 2014 between RAIT CRE Conduit IV and Barclays, as amended (the "Barclays Floating MRA"). The Second MRA Amendment amended, among other things, the definition of the term “Termination Date” in the Barclays Floating MRA to extend the termination date of the Barclays Floating MRA to the earlier of June 18, 2018 and the day on which an event of default occurs thereunder (after all applicable grace, notice and/or cure periods). The above summary of the Second MRA Amendment does not purport to be complete and is qualified in its entirety by the Second MRA Amendment attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.
Barclays and certain of its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Barclays and its related entities have engaged, and may in the future engage, in commercial and investment banking transactions with RAIT and its affiliates in the ordinary course of their business. They have received, and expect to receive, customary compensation and expense reimbursement for these commercial and investment banking transactions. Furthermore, an affiliate of Barclays acts as a hedge counterparty in connection with certain capped call transactions that RAIT has entered into in connection with the issuance of its 4.00% Convertible Senior Notes Due 2033.
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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 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit |
Description |
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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December 20, 2017 |
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By: |
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/s/ Scott L.N. Davidson |
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Name: Scott L.N. Davidson |
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Title: Chief Executive Officer and President |
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Exhibit 10.1
SECOND AMENDMENT TO
MASTER REPURCHASE AGREEMENT
THIS SECOND AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated December 18, 2017 (the “Effective Date”) (this “Second Amendment”), is entered into by and among RAIT CRE CONDUIT IV, LLC, a Delaware limited liability company, as seller (together with its permitted successors and assigns in such capacity, “Seller”), BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales, as purchaser (together with its successors and assigns in such capacity, “Purchaser”), and RAIT FINANANCIAL TRUST, a Maryland real estate investment trust, as guarantor (together with its successors and permitted assigns, in such capacity, “Guarantor”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below).
R E C I T A L S
WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated as of December 23, 2014, as amended by that certain Omnibus Amendment to Master Repurchase Agreement and Other Transaction Documents, dated December 28, 2016 but effective as of December 20, 2016, by and among Seller, Purchaser and Guarantor (as so amended, the “Existing Repurchase Agreement” and, as amended by this Second Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”); and
WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement.
NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
Section 1.Amendments to Existing Repurchase Agreement.
(a)Effective as of the Effective Date, the definition of “Termination Date” in Article 2 of the Existing Repurchase Agreement is hereby deleted in its entirety and replaced with the following:
“Termination Date” shall mean the day that is the earlier of (i) June 18, 2018, or (ii) the day on which an Event of Default occurs (after all applicable grace, notice and/or cure periods).
(b) Effective as of the Effective Date, Article 3(m) is hereby deleted in its entirety and replaced with the following:
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(m) |
[Reserved.] |
24115358.4.BUSINESS
Except as specifically modified hereby, the Transaction Documents shall remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. All references to the Transaction Documents shall be deemed to mean the Transaction Documents as modified by this Second Amendment. This Second Amendment shall not constitute a novation of the Transaction Documents, but shall constitute modifications thereof. The parties hereto agree to be bound by the terms and conditions of the Transaction Documents, as modified by this Second Amendment, as though such terms and conditions were set forth herein.
Section 4.Representations.
Seller and Guarantor each represents and warrants, as of the Effective Date, as follows:
(a)it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted;
(b)the execution, delivery and performance by it of this Second Amendment are within its corporate, company or partnership powers, has been duly authorized and does not contravene (i) its organizational documents or its applicable resolutions, (ii) any Requirements of Law or (iii) any contractual obligation to which it is a party;
(c)other than applicable resolutions, no consent, license, permit, approval or authorization of, or registration, filing or declaration with, any Governmental Authority or other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against it of this Second Amendment or the Transaction Documents;
(d)this Second Amendment has been duly executed and delivered by it;
(e)each of this Second Amendment and the Transaction Documents constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, other limitations on creditors’ rights generally and general principles of equity;
(f)to Seller’s and Guarantor’s knowledge, no Material Adverse Effect, Margin Deficit, Default or Event of Default under the Repurchase Agreement has occurred and is continuing as of the date hereof or will result from giving effect to this Second Amendment; and
(h)all representations and warranties made by Seller and Guarantor in the Transaction Documents (except to the extent disclosed in a Requested Exceptions Report or in Guarantor’s quarterly report on Form 10-Q or annual report on Form 10-K) are true, correct, complete and accurate in all material respects as of the date hereof and as of December 19, 2017.
Section 5.Fees and Expenses.
(a)Extension Fee. On the date hereof and as a condition precedent to the effectiveness of this Second Amendment, Seller shall pay to Purchaser an Extension Fee, such
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amount to be paid to Purchaser in Dollars, in immediately available funds, without deduction, set-off or counterclaim. Notwithstanding anything to the contrary in the Fee Letter or any other Transaction Document, for the purpose of this Second Amendment, “Extension Fee” shall mean a non-refundable fee equal to the product of (i) 0.125% and (ii) the Maximum Facility Purchase Price.
(b)Expenses. Seller and Guarantor shall pay on demand all of Purchaser’s out-of-pocket costs and expenses, including reasonable fees and expenses of accountants, attorneys and advisors, incurred in connection with the preparation, negotiation, execution and consummation of this Second Amendment.
Section 6.Miscellaneous.
(a)This Second Amendment may be executed in any number of counterparts (including by facsimile), and by the different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument but all of which together shall constitute one and the same agreement. The parties intend that faxed signatures and electronically imaged signatures such as PDF files shall constitute original signatures and are binding on all parties.
(b)The descriptive headings of the various sections of this Second Amendment are inserted for convenience of reference only and shall not be deemed to affect the meaning or construction of any of the provisions hereof.
(c)This Second Amendment (together with the other Transaction Documents, as amended hereby) represents the final agreement among the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parties.
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324115358.4.BUSINESS
IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
SELLER:
RAIT CRE CONDUIT IV, LLC
a Delaware limited liability company
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By: |
RAIT Partnership, L.P., its sole Member and Manager |
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RAIT General, Inc., its General Partner |
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By: |
/s/ Jamie Reyle |
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Name: Jamie Reyle |
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Title: General Counsel |
GUARANTOR:
RAIT FINANCIAL TRUST
a Maryland real estate investment trust
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By: |
/s/ Jamie Reyle |
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Name: Jamie Reyle |
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Title: General Counsel |
[SIGNATURES CONTINUE ON FOLLOWING PAGE]
Barclays-RAIT Floater Repo - Second Amendment
PURCHASER:
BARCLAYS BANK PLC
a public limited company originated under the laws of England and Wales
By: /s/ Francis X. Gilhool
Name: Francis X. Gilhool
Title: Managing Director
Barclays-RAIT Floater Repo - Second Amendment