CUSIP No. 749227609 | SCHEDULE 13D/A | Page 2 of 7 |
1 | NAME OF REPORTING PERSON Tiptree Inc. | |||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ (b) ¨ | ||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS WC | |||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Maryland | |||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING 6,622,380 | ||
8 | SHARED VOTING POWER | |||
0 | ||||
9 | SOLE DISPOSITIVE POWER 6,622,380 | |||
10 | SHARED DISPOSITIVE POWER | |||
0 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON | |||
6,622,380 | ||||
12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.11% | |||
14 | TYPE OF REPORTING PERSON CO |
CUSIP No. 749227609 | SCHEDULE 13D/A | Page 3 of 7 |
Item 2. | Identity and Background |
Item 4. | Purpose of Transaction |
CUSIP No. 749227609 | SCHEDULE 13D/A | Page 4 of 7 |
Item 5. | Interest in Securities of the Issuer |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 7. | Material to be Filed as Exhibits |
EXHIBIT | DESCRIPTION |
99.1 | Mutual Confidentiality Agreement, dated September 18, 2017 between Tiptree Inc. and RAIT Financial Trust. |
CUSIP No. 749227609 | SCHEDULE 13D/A | Page 5 of 7 |
Tiptree Inc. | ||
By: | /s/ Jonathan Ilany | |
Name: | Jonathan Ilany | |
Title: | Chief Executive Officer |
CUSIP No. 749227609 | SCHEDULE 13D/A | Page 6 of 7 |
NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT | ADDRESS |
Michael G. Barnes | Executive Chairman of Tiptree and Managing Partner and Co-Chief Investment Officer of Tricadia Capital Management LLC, a privately held investment firm. Mr. Barnes is a citizen of the United States. | 780 Third Ave, 29th FL, New York, NY 10017 |
Jonathan Ilany | Chief Executive Officer of Tiptree. Mr. Ilany is a citizen of the United States and Israel. | 780 Third Ave, 21st FL, New York, NY 10017 |
Paul M. Friedman | Retired. Member of the Board of Directors of multiple companies. Mr. Friedman is a citizen of the United States. | 780 Third Ave, 21st FL, New York, NY 10017 |
Lesley Goldwasser | Managing Partner of GreensLedge Capital Markets LLC, a privately held investment firm. Ms. Goldwasser is a citizen of the United States and the United Kingdom. | 399 Park Ave, 37th FL, New York, NY 10022 |
John E. Mack | Retired. Member of the Board of Directors of multiple companies. Mr. Mack is a citizen of the United States. | 780 Third Ave, 21st FL, New York, NY 10017 |
Bradley E. Smith | Managing Director of Kahala Capital Advisors LLC, a private investment firm. Mr. Smith is a citizen of the United States. | Seven Waterfront Plaza, Suite 400, Honolulu, HI 96816 |
CUSIP No. 749227609 | SCHEDULE 13D/A | Page 7 of 7 |
NAME | PRINCIPAL OCCUPATION OR EMPLOYMENT | ADDRESS |
Michael G. Barnes | Executive Chairman of Tiptree and Managing Partner and Co-Chief Investment Officer of Tricadia Capital Management LLC, a privately held investment firm. Mr. Barnes is a citizen of the United States. | 780 Third Ave, 29th FL, New York, NY 10017 |
Jonathan Ilany | Chief Executive Officer of Tiptree. Mr. Ilany is a citizen of the United States and Israel. | 780 Third Ave, 21st FL, New York, NY 10017 |
Sandra Bell | Chief Financial Officer of Tiptree. Ms. Bell is a citizen of the United States. | 780 Third Ave, 21st FL, New York, NY 10017 |
Neil C. Rifkind | Vice President, General Counsel and Secretary of Tiptree. Mr. Rifkind is a citizen of the United States. | 780 Third Ave, 21st FL, New York, NY 10017 |
RAIT FINANCIAL TRUST Two Logan Square 100 N. 18th Street, 23rd Floor Philadelphia, PA 19103 Tel: (215) 207-2100 | TIPTREE INC. 780 Third Avenue, 21st Floor New York, New York 10017 Tel: (212) 446-1400 |
1. | The Information will be used by the Receiving Party and its Recipients solely to evaluate the Transaction and for no other purposes. In addition, the Information will be kept confidential and will not, without the consent of the Disclosing Party, be disclosed in any manner in whole or in part, except as otherwise expressly permitted herein or required by applicable law or regulation and then only with prior written notice to the Disclosing Party (to the extent legally permissible). |
2. | The Information, and if applicable, all copies thereof will be returned to the Disclosing Party promptly upon the Disclosing Party’s written request or destroyed with such destruction certified in writing to the Disclosing Party. Notwithstanding the foregoing, the Receiving Party and its Recipients may retain copies of the Information to comply with applicable laws, rules and regulations; provided the confidentiality of the Information is maintained in accordance with this Agreement. |
3. | This Agreement shall be inoperative as to such portions of the Information that (i) are or become generally available and known to the public other than as a result of a disclosure directly or indirectly by any Recipient in violation of this Agreement, (ii) become lawfully available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party or one of its agents or representatives, which is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect to any portion of the Information or (iii) was lawfully known to the Receiving Party on a non-confidential basis prior to its disclosure to the Receiving Party by the Disclosing Party. |
4. | The Receiving Party understands that the Disclosing Party has endeavored to include in the Information those materials that are believed to be reliable and relevant, but understands and acknowledges that neither the Disclosing Party nor any of its agents or representatives makes any representations or warranties, express or implied, as to the accuracy or completeness of the Information. The Receiving Party agrees that neither the Disclosing Party nor any of its Recipients is providing any investment advice and they shall not have any liability to any Recipient as a result of the use of the Information by any Recipient. |
5. | In the event that the Receiving Party or anyone to whom the Receiving Party transmits the Information pursuant to this Agreement becomes legally compelled |
6. | The Receiving Party agrees that the Disclosing Party shall be entitled to equitable relief, including an injunction and specific performance, in the event of any breach or threatened breach of any provision of this Agreement (without any requirement on the part of the Disclosing Party to post a bond or any other form of collateral as a condition to being granted such relief). Such remedies shall not be deemed to be the exclusive remedies for a breach or threatened breach of the Agreement by any Recipient but may be in addition to all other remedies available at law or in equity. |
7. | Both Parties hereby acknowledge that each is aware, and each Party has advised each of their respective Recipients, that the securities laws of the United States of America prohibit any person who has material non-public information to purchase or sell securities of an issuer without the prior public dissemination of such information. The Receiving Party further agrees that it will not use the Information to make an investment, or communicate the Information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such Information, in any manner inconsistent with the securities laws of the United States. |
8. | It is further understood and agreed that no failure or delay by the Disclosing Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege hereunder operate as a waiver thereof. |
9. | This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to any principles of conflicts of law. |
10. | For the convenience of the parties any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall |
11. | This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and permitted assigns. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. |
12. | Without prejudice to any other provision hereof, if one or more provisions hereof is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any party to this Agreement, or if the parties to this Agreement become aware of any omission hereto of any terms which were intended to be included in this Agreement, such invalidity, illegality, unenforceability in such jurisdiction or with respect to such party or parties to this Agreement or such omission shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other party or parties hereto. Such invalid, illegal or unenforceable provision or such omission shall be replaced by the parties hereto with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal, unenforceable or omitted provision. |
13. | The Receiving Party will not, and will not cause or permit any other Recipient to, use any advantages derivable from the Information in its or their own business or affairs, or disclose it to another third party for economic gain, without the Disclosing Party’s consent. In addition, the Receiving Party, for itself and its Recipients, will not, directly or indirectly, (A) contact, deal with or otherwise become involved with any other entities or parties relating to the Information or the Transaction, including, without limitation, any borrowers, lenders, property owners or other counterparties, directly or indirectly, by or through the Disclosing Party or its controlled affiliates’ or subsidiaries’ employees, officers, directors, trustees, principals, agents, advisers, representatives, consultants and/or contractors and/or (B) contact, call on, solicit or take away, either directly or indirectly, any borrower, lender, property owner, client, counterparty or contact of the Disclosing Party identified in the Information or otherwise related to the Transaction without, in each case, the prior written consent of the Disclosing Party. |
14. | This Agreement will terminate upon the earlier of: (i) eighteen (18) months from the date hereof or (ii) the execution of a definitive transaction agreement with respect to the Transaction that expressly supersedes the terms of this Agreement. |
15. | The Receiving Party covenants and agrees for a period of one (1) year from the date of this Agreement (the “Restricted Period”), the Receiving Party will not (A)(i) solicit, divert, take away, or attempt to solicit, divert or take away, or assist anyone else to solicit, divert or take away any of the Disclosing Party’s customers |
16. | Tiptree represents and warrants that it is not acting as a broker for or representative of any other person in connection with the Transaction and it is considering the Transaction only for its own account. Except with prior notice to, and the receipt of prior written consent from, RAIT, Tiptree agrees that (i) it will not act as a joint bidder or co-bidder with any other person with respect to the Transaction and (ii) neither Tiptree nor any of its Recipients (acting on behalf of Tiptree or its controlled affiliates) will enter into any discussions, negotiations, agreements, arrangements or understandings (whether written or oral) with any person regarding the Transaction (including potential sources of equity capital or equity or debt financing with respect thereto), other than RAIT, its agents and representatives and Tiptree’s Recipients (to the extent permitted hereunder). Tiptree further represents and warrants that neither it nor, to its knowledge, any of its Recipients is party to any agreement, arrangement or understanding (whether written or oral) that would legally or contractually prohibit the ability of any other person to provide financing (debt, equity or otherwise) to any person for any transaction with RAIT, and Tiptree hereby agrees that neither it nor its Recipients will, directly or indirectly legally or contractually prohibit the ability of any other person to provide such financing. |
17. | Notwithstanding anything in this Agreement to the contrary, in consideration for being furnished with the Information, Tiptree agrees that, for a period of eighteen (18) months from the date of this Agreement (the “Standstill Period”), unless specifically invited in writing by the Board of Trustees of RAIT, neither Tiptree nor any of Tiptree’s controlled affiliates, subsidiaries or Recipients acting on Tiptree’s behalf will in any manner, directly or indirectly: (a) effect or publicly seek, offer or propose to effect, or announce any intention to effect or cause or participate in or in any way knowingly assist, facilitate or encourage any other person to effect or publicly seek, offer or propose to effect or participate in: (i) any additional and/or future (as applicable) acquisition of any securities (or beneficial ownership thereof), or rights or options to acquire any securities (or beneficial ownership thereof), or any material assets, indebtedness or businesses of RAIT or any of its subsidiaries or affiliates, (ii) any tender or exchange offer, |
18. | Notwithstanding anything in this Agreement to the contrary, subject to Section 7 hereof, the Parties agree that nothing in this Agreement shall prohibit, limit or restrict in any way, (i) Tiptree’s right to sell, assign, transfer, convey or otherwise dispose of some or all of Tiptree’s ownership in common shares of beneficial interest, par value $0.03 per share of RAIT or (ii) Tiptree’s compliance with all applicable laws, including public disclosures that Tiptree, acting upon advice from counsel (including internal counsel) determines is required under applicable securities laws, including but not limited to, Schedule 13D amendments and the filing of this Agreement as an exhibit to such Schedule 13D amendment. |
By: /s/ Jamie Reyle |
Name: Jamie Reyle |
Title: General Counsel |
By: /s/ Jonathan Ilany |
Name: Jonathan Ilany |
Title: Chief Executive Officer |