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RELATED PARTY TRANSACTIONS
3 Months Ended
Mar. 31, 2018
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 12: RELATED PARTY TRANSACTIONS

 

In the ordinary course of our business operations, we have ongoing relationships and have engaged in transactions with the related entities described below. All of these relationships and transactions were approved or ratified by our audit committee as being on terms comparable to those available from an unaffiliated third party or otherwise not creating a conflict of interest.

 

Almanac

 

Andrew M. Silberstein serves as a trustee on our board, as designated pursuant to the purchase agreement. Mr. Silberstein is an equity owner of Almanac and an officer of the investor and holds indirect equity interests in the investor. The transactions pursuant to the purchase agreement are described above in Note 9: Series D Preferred Shares.

 

Ballard Spahr LLP

 

As of June 27, 2017, Justin P. Klein has been appointed as a trustee on our board.  Mr. Klein is a partner at Ballard Spahr LLP. RAIT has paid Ballard Spahr LLP $32 during the three months ended March 31, 2018. The approximate dollar value of Mr. Klein’s interest in these fees was less than $1 for the three months ended March 31, 2018, based on Mr. Klein’s Ballard partnership interest.

 

Charles Frischer and the Libby Frischer Family Partnership

 

On March 30, 2018, the Libby Frischer Family Partnership, or LFFP, and RAIT signed a letter, or the 3/30/18 Letter, which provided that RAIT would exempt LFFP from the ownership limit, or the Common Ownership Limit, contained in RAIT’s Declaration of Trust, or the DOT, providing that no person may own more than 8.3% of our outstanding common shares, or the Common Shares. The 3/30/18 Letter exempted LFFP from the Common Ownership Limit for holding Common Shares that LFFP intended to purchase on or after March 30, 2018 in an amount which, when added to the Common Shares owned by Charles F. Frischer and certain affiliated entities of Mr. Frischer at the time of any such acquisition, does not exceed an amount equal to 12.5%  of the outstanding Common Shares. Mr. Frischer is the general partner of LFFP and has filed Statements of Beneficial Ownership on Schedule 13D regarding his beneficial ownership of the Common Shares and RAIT’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, or the Series A Preferred Shares, 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, or the Series B Preferred Shares, and 8.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest, or the Series C Preferred Shares.

 

On April 6, 2018, RAIT, LFFP and Mr. Frischer entered into a cooperation agreement, or the Frischer Cooperation Agreement, which sets forth certain transfer restrictions and standstill provisions, among other things, for a period of time. Subsequent to entering into the Frischer Cooperation Agreement, on April 6, 2018, LFFP, Mr. Frischer and RAIT signed a letter agreement, or the 4/6/18 Letter Agreement, which provided that RAIT would exempt LFFP from RAIT’s Common Ownership Limit and from the ownership limit, or the Preferred Ownership Limit, contained in the DOT providing that no person may own more than 9.8% of any series of our outstanding preferred shares, or the Preferred Shares, up to an amount equal to 15.0% with respect to the Common Shares and each series of our Preferred Shares.

 

Highland Capital Management, L.P.

 

On May 26, 2017, RAIT entered into a previously disclosed cooperation agreement with Highland Capital Management, L.P. and its affiliates (Highland), which remains in effect.

IRT

 

During 2017, RAIT engaged in transactions with a former related party, Independence Realty Trust, or IRT. RAIT ended its last arrangement with IRT as of December 20, 2017 and does not consider IRT to be a related party after that date. The following are the transactions with IRT for the three months ended March 31, 2017:

 

Pursuant to a shared services agreement, IRT reimbursed RAIT $387 for general and administrative services for the three months ended March 31, 2017.  In addition, during the three months ended March 31, 2017, IRT reimbursed RAIT for $155 of general and administrative items that were paid on IRT’s behalf.

 

Pursuant to property management agreements with IRT with respect to RAIT’s multifamily properties, RAIT paid IRT $137 of property management fees for the three months ended March 31, 2017.  This is reflected within real estate operating expense in our consolidated statements of operations.

 

Other

 

On December 20, 2016, Scott F. Schaeffer resigned from his position as Chief Executive Officer of RAIT and became the full-time Chief Executive Officer of IRT.  On the same date, Scott F. Schaeffer entered into a one year consulting agreement with RAIT for which he received compensation of $375.  For the three months ended March 31, 2017, $94 was earned and paid related to this consulting agreement, which is reflected in general and administrative expenses in our consolidated statements of operations. In accordance with the Memorandum of Understanding dated September 26, 2016, which memorialized the terms of Scott F. Schaeffer’s resignation, RAIT granted Scott F. Schaeffer 150,000 unvested shares of common stock on December 23, 2016, and made a $500 cash payment in January 2017.  The shares vested 50% on the six month anniversary and 50% on the one year anniversary of the grant date.

 

In accordance with the Memorandum of Understanding dated September 26, 2016, which memorialized the terms of James J. Sebra’s resignation, he was owed a cash bonus, payable in 2017, equal to 25% of his cash bonus for the year ended December 31, 2016.  As of March 31, 2017, $110 had been accrued as a payable for this cash bonus, which was subsequently paid.