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EX-99.1 - EX-99.1 - RAIT Financial Trust | d384406dex991.htm |
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): April 20, 2017 (April 20, 2017)
RAIT Financial Trust
(Exact name of registrant as specified in its charter)
Maryland | 1-14760 | 23-2919819 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Two Logan Square, 100 N. 18th St., 23rd Floor, Philadelphia, Pennsylvania |
19103 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code: (215) 207-2100
(Former Name or Former Address, if Changed Since Last Report): Not Applicable
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)) |
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. ☐
Item 8.01 Other Events.
On April 20, 2017, RAIT Financial Trust, a Maryland real estate investment trust (RAIT), issued a press release announcing the rejection by the RAIT Board of Trustees of Highland Capital Management, L.P.s (Highland) publicly-disclosed unsolicited and non-binding proposal for a Highland affiliate to pursue an externalization of management transaction with RAIT. In the press release, RAIT announced that its Board of Trustees, consistent with its fiduciary duties, and in consultation with its financial and legal advisors, carefully reviewed Highlands proposal and unanimously determined that pursuing it was not in the best interests of RAITs shareholders. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference in this Item 8.01 in its entirety. The foregoing description of the press release does not purport to be complete and is qualified in its entirety by reference to the complete text of the press release.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit |
Exhibit Title | |
99.1 | Press Release of RAIT Financial Trust issued on April 20, 2017 |
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Important Additional Information And Where To Find It
RAIT, its trustees and certain of its executive officers are deemed to be participants in the solicitation of proxies from RAITs shareholders in connection with the matters to be considered at RAITs 2017 Annual Meeting of Shareholders. Information regarding the names of RAITs trustees and executive officers and their respective interests in RAIT by security holdings or otherwise can be found in RAITs proxy statement for its 2016 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission (SEC) on April 14, 2016. To the extent holdings of RAITs securities have changed since the amounts set forth in RAITs proxy statement for its 2016 Annual Meeting of Shareholders, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. These documents are available free of charge at the SECs website at www.sec.gov. RAIT intends to file a proxy statement and accompanying WHITE proxy card with the SEC in connection with the solicitation of proxies from RAIT shareholders in connection with the matters to be considered at RAITs 2017 Annual Meeting of Shareholders. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in RAITs proxy statement for its 2017 Annual Meeting, including the schedules and appendices thereto. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING WHITE PROXY CARD AND OTHER DOCUMENTS FILED BY RAIT WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will be able to obtain the Proxy Statement, any amendments or supplements to the Proxy Statement, the accompanying WHITE proxy card, and other documents filed by RAIT with the SEC for no charge at the SECs website at www.sec.gov. Copies will also be available at no charge at the Investor Relations section of RAITs corporate website at www.RAIT.com, by writing to RAITs Secretary at RAIT Financial Trust, Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, PA 19103, or by calling RAITs Corporate Secretary at (215) 207.2100.
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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 | ||||||||
Date: April 20, 2017 | By: | /s/ Scott L.N. Davidson | ||||||
Name: | Scott L.N. Davidson | |||||||
Title: | Chief Executive Officer and President |
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EXHIBIT INDEX
Exhibit |
Exhibit Title | |
99.1 | Press Release of RAIT Financial Trust issued on April 20, 2017 |
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