Item 8.01. Other Events.
As previously disclosed:
• OnAugust 30, 2019 ,RAIT Financial Trust ("RAIT") and its affiliates RAITFunding LLC ,RAIT General, Inc. ,RAIT Limited, Inc. ,Taberna Realty Finance Trust , RAIT JV TRS, LLC, andRAIT JV TRS Sub, LLC (together, the "Debtors") filed voluntary bankruptcy cases (the "Chapter 11 Cases") under chapter 11, Title 11 of theU.S. Bankruptcy Code (the "Bankruptcy Code") in theUnited States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court "). The Chapter 11 Cases are jointly administered under the caption In re:RAIT Funding, LLC , aDelaware limited liability company, et. al. • OnOctober 14, 2019 , the Debtors filed the Disclosure Statement for the Debtors' Joint Chapter 11 Plan (as amended, supplemented or modified from time to time, the "Disclosure Statement"). • OnDecember 17, 2019 , theBankruptcy Court entered the Order Granting Debtors' Motion for Entry of an Order (I) Approving the Disclosure Statement, (II) Establishing Procedures for the Solicitation and Tabulation of Votes to Accept or Reject the Plan, (III) Approving Forms of Notices and Ballots, (IV) Establishing Notice and Objection Procedures in Respect Thereof, (V) Setting Confirmation Hearing and Related Deadlines, and (VI) Granting Related Relief (the "Disclosure Statement Order") approving the Disclosure Statement as containing adequate information with respect to the Debtors' Joint Chapter 11 Plan in accordance with section 1125 of the Bankruptcy Code. The Disclosure Statement Order establishedDecember 13, 2019 as the record date for determining the holders of claims in the voting classes who would be entitled to vote to accept or reject the Debtors' Joint Chapter 11 Plan, andJanuary 17, 2020 , at4:00 p.m. (prevailing Eastern Time) as the deadline by which ballots accepting or rejecting the Debtors' Joint Chapter 11 Plan must be received, unless otherwise agreed by the Debtors in the exercise of their discretion under theBankruptcy Court -approved solicitation procedures. • OnJanuary 10, 2020 , the Debtors filed the Notice of Filing Plan Supplement (the "Plan Supplement"). The Plan Supplement includes the schedules of contracts to be assumed and rejected as well as a list of the causes of action retained pursuant to the Debtors' Joint Chapter 11 Plan. • OnJanuary 30, 2020 (the "Confirmation Date"), theBankruptcy Court entered an order (the "Confirmation Order") confirming the Debtors' Joint Chapter 11 Plan filed with theBankruptcy Court onDecember 17, 2019 , as supplemented by the Plan Supplement and as modified as set forth in the Confirmation Order (together, the "Plan"). The Plan provides that the effective date of the Plan will be the first business day after the Confirmation Date on which all conditions precedent to the effectiveness of the Plan have been satisfied or waived, including the Confirmation Order becoming a final, non-appealable order.
On
As previously disclosed, in accordance with the Plan, on the Effective Date, (i)
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officers, (ii) the authority and incumbency of the current members of the Board and officers of RAIT terminated, and (iii) all certificates of formation, membership agreements, and related documents were deemed amended by the Plan to permit and authorize the same.
The foregoing descriptions of the Plan and the Confirmation Order do not purport
to be complete and are qualified in their entity by Exhibits 2.1, 2.2 and 2.3 to
RAIT's Current Report on Form 8-K, filed with the Commission on
Following the Effective Date, the Debtors will not have any ongoing business operations except as necessary to wind up its business and affairs and distribute its assets in accordance with the Plan.
In connection therewith, on
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 Exchange Act. These statements are often, but not always,
made through the use of words or phrases such as "anticipates," "believes,"
"can," "could," "may," "potential," "should," "will," "plans," "continuing,"
"ongoing," "expects," "intends to," and similar words or phrases. Although RAIT
believes that the expectations reflected in these forward-looking statements are
reasonable, these statements are not guarantees of future performance and
involve risks and uncertainties that are subject to change based on various
important factors, some of which are beyond our control. Such forward-looking
statements include, but are not limited to, statements related to the
transactions contemplated by the Plan. These risks, uncertainties and
contingencies include, but are not limited to, (i) risks associated with
third-party motions in the Chapter 11 Cases; and (ii) increased legal, advisor
and other costs related to the Chapter 11 Cases and other litigation and the
inherent risks involved in a bankruptcy process. For additional discussion of
these risks, refer to the section entitled "Risk Factors" and elsewhere in the
RAIT's Annual Report on Form 10-K for the year ended
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Item 9.01 Financial Statements and Exhibits.
(d)Exhibits.
The following exhibits are included as part of this report:
Exhibit No. Description 10.1 Separation Agreement and General Release, datedMarch 23, 2020 , by and between RAIT andJohn J. Reyle . 10.2 Separation Agreement and General Release, datedMarch 23, 2020 , by and between RAIT andAlfred J. Dilmore . 99.1 Notice of (A) Entry of Findings of Fact, Conclusions of Law, and Order Confirming Chapter 11 Plan of Liquidation, (B) Effective Date, and (C) Related Bar Dates .
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