RAIT Financial Trust (“RAIT”) (NYSE: RAS) today announced the pricing of its public offering of $125 million aggregate principal amount of its 4.00% Convertible Senior Notes due 2033 (the “Notes”) in an underwritten public offering. RAIT granted the underwriters a 30-day option to purchase up to an additional $18.75 million aggregate principal amount of the Notes in the proposed offering to cover over-allotments. The Notes will be senior unsecured obligations of RAIT. RAIT expects the offering to close on December 10, 2013, subject to customary closing conditions. Barclays Capital Inc. and Deutsche Bank Securities are acting as joint book-running managers for the offering. JMP Securities is acting as co-manager for the offering. The Notes will pay interest semi-annually in arrears on April 1 and October 1 of each year beginning on April 1, 2014, at an annual rate of 4.00%, and will mature on October 1, 2033 unless earlier redeemed, repurchased or converted. The conversion rate will initially be 104.4523 RAIT common shares per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $9.57 per common share, which is a 12.5% premium to the last reported sale price of RAIT’s common shares on December 4, 2013. The conversion rate is subject to adjustment in certain events. Upon conversion, RAIT will deliver or pay, as the case may be, common shares, cash or a combination of common shares and cash, at RAIT’s election. The net proceeds to RAIT from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $120.9 million (assuming no exercise by the underwriters of their option to purchase additional notes). RAIT intends to use a portion of the net proceeds from the sale of the Notes to repurchase or repay a portion of our indebtedness, including the potential repurchase of RAIT’s 7.00% Convertible Senior Notes which mature April 1, 2031. RAIT also intends to use a portion of the net proceeds of this offering to fund payment of the cost of a capped call transaction that RAIT has entered into with an affiliate of Barclays Capital Inc. (the “Hedge Counterparty”) in connection with the pricing of the Notes. Any remaining net proceeds from the sale of the Notes will be used for working capital and general trust purposes. If the underwriters exercise their option to purchase additional Notes, RAIT intends to use a portion of the net proceeds from the sale of additional Notes to fund our entry into an additional capped call transaction with the Hedge Counterparty.
RAIT expects the capped call transaction will reduce potential dilution to holders of its common shares upon the potential conversion of the Notes. The capped call transaction is a separate transaction and is not part of the terms of the Notes and will not affect the holders’ rights under the Notes. The Hedge Counterparty expects to enter into various derivative transactions with respect to RAIT’s common shares concurrently with or shortly after the pricing of the Notes, including with certain investors in the Notes, in connection with establishing its initial hedge of the capped call transaction. These activities could have the effect of increasing or preventing a decline in the price of the common shares concurrently with or following the pricing of the Notes.A registration statement relating to these securities has been filed and is effective and on file with the Securities and Exchange Commission (the “SEC”). Before you invest, you should read the prospectus and the prospectus supplement relating to the offering of the Notes and other documents RAIT has filed with the SEC for more complete information about RAIT and the offering of the Notes. You may obtain electronic copies of these filed documents at the SEC web site at www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the offering of the Notes may also be obtained by requesting copies from the book-running managers by contacting: Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, telephone at (888) 603-5847 or by e-mail at Barclaysprospectus@broadridge.com; or Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005-2836, by calling (800) 503-4611, or by emailing email@example.com. This press release does not constitute an offer to sell or a solicitation of an offer to buy the Notes, nor does it constitute an offer, solicitation or sale of the Notes in any jurisdiction in which such offer, solicitation or sale is unlawful.
About RAIT Financial TrustRAIT Financial Trust is an internally-managed real estate investment trust that provides debt financing options to owners of commercial real estate and invests directly into commercial real estate properties located throughout the United States. In addition, RAIT is an asset and property manager of real estate-related assets. Forward-Looking Statements and Disclosures This press release 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. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. These risks, uncertainties and contingencies include, but are not limited to: risks disclosed in the prospectus and prospectus supplement related to this offering and in our annual report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC; the current uncertainty in the global financial markets and the global economy; disruptions in the financial markets that could affect RAIT’s ability to complete this offering or obtain additional financing and RAIT’s ability to repay or repurchase any of its outstanding indebtedness and the effect of any capped call transaction. Statements in this press release should be evaluated in light of these important factors. RAIT is under no obligation to, and expressly disclaims any such obligation to, update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise.