RAIT FINANCIAL TRUST Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2018-12-28: Form 8-K; Period of report 2018-12-21; Description 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 1.01.
- 2018-12-06: Form 8-K; Period of report 2018-12-04; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2018-10-11: Form 8-K; Period of report 2018-10-05; Description 1.01 Entry into a Material Definitive Agreement.
- 2018-10-03: Form 8-K; Period of report 2018-10-01; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2018-12-28 | 8-K | 2018-12-21 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 (e) Mr. Davidson is a “named executive officer” (as defined in instruction 4 to Item 5.02 of Form 8-K) of RAIT. | d652356d8k.htm |
| 2018-12-06 | 8-K | 2018-12-04 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On December 4, 2018, RAIT Financial Trust (“RAIT”) received the decision (the “Decision”) from the New York Stock Exchange (the “NYSE”) of the NYSE Committee for Review (the “Committee”) regarding RAIT’s previously disclosed request for the Committee to review the decisions of the NYSE Regulation staff (the “Staff”) to suspend and delist RAIT’s Common Shares of Beneficial Interest (the “Common Shares”) and the other securities of RAIT listed on the NYSE (collectively, the “Listed Securities”) from the NYSE. | ras-8k_20181204.htm |
| 2018-10-11 | 8-K | 2018-10-05 | 1.01 Entry into a Material Definitive Agreement | ras-8k_20181005.htm | |
| 2018-10-03 | 8-K | 2018-10-01 | 8.01 Other Events | 8.01 As previously disclosed, RAIT Financial Trust’s (“RAIT”) 4.00% Convertible Senior Notes due 2033 (the “4% Notes”) provided that each holder of the 4% Notes had the right (the “4% Notes Repurchase Right”), at such holder’s option, to require RAIT to repurchase for cash on October 1, 2018 all or a specified portion of such holder’s 4% Notes for the principal amount of, and any accrued and unpaid interest on, such 4% Notes. | ras-8k_20181001.htm |
| 2018-08-14 | 8-K | 2018-08-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d583819d8k.htm |
| 2018-08-13 | 8-K | 2018-08-13 | 3.03 Material Modification to Rights of Security Holders; 8.01 Other Events | 3.03 As previously reported in RAIT Financial Trust’s (“RAIT”) Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 20, 2018 (the “7/20/18 8K”), on July 19, 2018, pursuant to authority granted to RAIT’s Board of Trustees (the “Board”) by the shareholders of RAIT through their approval of Proposal 4 (“Proposal 4”), set forth in RAIT’s Proxy Statement for its 2018 Annual Meeting of Shareholders, the Board authorized a 1-for-50 reverse stock split (the “Reverse Stock Split”) of RAIT’s common shares of beneficial interest, par value $0.03 per share, or the Common Shares, to take effect at 4:10 PM Eastern time on Monday, August 13, 2018 (the “Effective Date”). 8.01 RAIT currently has the active registration statements listed below (The “Registration Statements”) on Form S-3 and on Form S-8 on file with the SEC. | d555377d8k.htm |
| 2018-07-20 | 8-K | 2018-07-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.02 (e) As previously reported, prior to June 27, 2018, John (Jamie) J. Reyle held the titles of Interim Chief Executive Officer and Interim President among his titles as an officer of RAIT Financial Trust (“RAIT”) and Alfred J. Dilmore held the titles of Interim Chief Financial Officer and Interim Treasurer among his titles as an officer of RAIT and, effective June 27, 2018, in recognition of Mr. Reyle’s and Mr. Dilmore’s respective service to RAIT, RAIT’s Board of Trustees (the “Board”) approved the modification of those titles to remove the word “Interim” from them. 5.07 On July 19, 2018, RAIT held its 2018 Annual Meeting of Shareholders (the “2018 Annual Meeting”) to vote on the following matters, which are described in detail in RAIT’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement ”) filed on May 29, 2018 with the Securities and Exchange Commission (the “SEC”): (i) to elect the following five Trustees named in the Proxy Statement to serve on the Board until the next annual meeting of shareholders in 2019 and, thereafter, until their successors are duly elected and qualified: Michael J. Malter, Justin P. Klein, John J. Reyle, Jon C. Sarkisian and Thomas D. Wren (“Proposal 1”); (ii) to approve the selection of KPMG LLP as the independent registered public accounting firm for RAIT for the fiscal year ending December 31, 2018 (“Proposal 2”); (iii) to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Proxy Statement for the 2018 Annual Meeting pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the 2017 Summary Compensation Table and the other related compensation tables and narrative discussion (“Proposal 3”); and (iv) to approve granting discretionary authority to the Board to amend RAIT’s declaration of trust (the “DOT”) to effect a reverse share split that results in a combination of RAIT”s common shares (the “Common Shares”) at a ratio between more than 10 shares into one share up to 50 shares into one share, inclusive, such ratio to be determined by the Board at a later date (“Proposal 4”). 8.01 On July 19, 2018, pursuant to authority granted to the Board by the shareholders of RAIT due to the Proposal 4 Approval, the Board authorized a reverse stock split (the “Reverse Stock Split”) of RAIT’s common shares of beneficial interest, par value $0.03 per share (the “Common Shares”), that will become effective at 4:10 PM Eastern time on August 13, 2018 (the “Effective Date”). | d548286d8k.htm |
| 2018-06-28 | 8-K | 2018-06-27 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 The disclosure set forth in Item 1.01 of this report is incorporated herein by reference. 2.01 In a Current Report on Form 8-K filed by RAIT with the SEC on June 15, 2018 (the “6/15/18 8K”), RAIT previously reported that, on June 14, 2018, NewSub, as seller, and Melody RE II, LLC (the “Purchaser”), as purchaser, entered into a Purchase and Sale Agreement (the “Sale Agreement”) setting forth the terms and conditions of a transaction providing for the transfer to the Purchaser of approximately $61.2 million aggregate par amount of the retained interests in two securitizations consolidated by RAIT into its financial statements, RAIT 2015-FL5 Trust (“FL5”) and RAIT 2016-FL6 Trust (“FL6”). 3.02 The consummation of the Preferred Exchange was made pursuant to the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. 5.02 (b) The disclosure concerning the Trustee Resignations contained in Item 1.01 of this report is incorporated herein by reference. 5.03 Pursuant to the Securities Purchase Agreement, RAIT had previously authorized 4,000,000 Series D Preferred Shares and 4,000,000 of RAIT’s Series E Cumulative Redeemable Preferred Shares (the “Series E Preferred Shares”) which were exchangeable for Series D Preferred Shares in defined circumstances. 7.01 On June 28, 2018, RAIT issued a press release. 8.01 This report may contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. | ras-8k_20180627.htm |
| 2018-06-15 | 8-K | 2018-06-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d605345d8k.htm |
| 2018-06-13 | 8-K | 2018-06-12 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 As part of RAIT’s previously announced strategy to take steps to increase liquidity to best position RAIT to meet its financial obligations, on June 12, 2018, the Board determined to suspend the quarterly dividend on RAIT’s 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest, RAIT’s 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest, RAIT’s 8.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest and the Series D Preferred Shares, representing all of RAIT’s outstanding preferred shares of beneficial interest (the “Preferred Shares”). | d581452d8k.htm |
| 2018-06-08 | 8-K | 2018-06-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d604913d8k.htm |
| 2018-06-06 | 8-K | 2018-06-05 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 5, 2018, RAIT Financial Trust (“RAIT”) received written notification (the “Second Notice”) from the New York Stock Exchange (the “NYSE”) that RAIT was no longer in compliance with the continued listing standard (the “Market Cap Condition”) set forth under Rule 802.01B of the NYSE Listed Company Manual (the “Manual”) because the staff of the NYSE had determined that RAIT had not maintained at least a $15.0 million average market capitalization over a 30 trading-day period. | ras-8k_20180605.htm |
| 2018-05-14 | 8-K | 2018-05-11 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on May 11, 2018, the New York Stock Exchange (the “NYSE”) suspended trading in RAIT Financial Trust’s (“RAIT”) Common Shares of Beneficial Interest (the “Common Shares”) and commenced proceedings to delist the stock from the NYSE. | ras-8k_20180514.htm |
| 2018-05-11 | 8-K | 2018-05-11 | 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 1.01 Entry into a Material Definitive Agreement. 3.01 On May 11, 2018, the New York Stock Exchange (the “NYSE”) notified RAIT that the NYSE has suspended trading in the Common Shares, effective immediately, and has commenced proceedings to delist the Common Shares from the NYSE. | d552308d8k.htm |
| 2018-04-09 | 8-K | 2018-04-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d559985d8k.htm |
| 2018-04-02 | 8-K | 2018-03-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d560953d8k.htm |
| 2018-03-16 | 8-K | 2018-03-16 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 16, 2018, RAIT Financial Trust is furnishing certain supplemental information with this report. 7.01 The information provided in Item 2.02 above is incorporated by reference into this Item 7.01. | ras-8k_20180316.htm |
| 2018-02-27 | 8-K | 2018-02-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 (b) On February 21, 2018, Scott L.N. Davidson, the Chief Executive Officer and President of RAIT Financial Trust, a Maryland real estate investment trust (“RAIT”), pursuant to his previously disclosed Employment Agreement with RAIT, dated November 1, 2016 (the “SD Employment Agreement”), provided 60 days prior written notice to the Board of Trustees of RAIT (the “Board”) of his intent to resign from his employment with RAIT for “Good Reason” (as defined in the SD Employment Agreement). 7.01 RAIT has engaged a financial advisor, M-III Advisory Partners, LP, to advise and assist RAIT in its on-going assessment of its financial performance and financial needs. | d545194d8k.htm |
| 2018-02-20 | 8-K | 2018-02-20 | 8.01 Other Events | 8.01 On February 20, 2018, RAIT Financial Trust (“RAIT”) issued a press release announcing the conclusion of RAIT’s strategic and financial alternative review process, next steps and other items. | d541942d8k.htm |
| 2018-01-24 | 8-K | 2018-01-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information set forth under Item 1.01 of this report is incorporated herein by reference. | ras-8k_20180125.htm |