RAIT Financial Trust (NASDAQ:RAS) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

RAIT Financial Trust (RAIT) previously disclosed entry into a
Securities and Asset Purchase Agreement, dated September 27, 2016
(the Purchase Agreement), to which Independence Realty Trust,
Inc. (IRT) will complete a management internalization and
separation from RAIT and certain of its subsidiaries (the
Internalization). On October 5, 2016, the parties completed the
first closing under the Purchase Agreement which consisted of IRT
repurchasing all of the shares of IRT common stock owned by
certain of RAITs subsidiaries. On December 20, 2016, the parties
completed the second closing under the Purchase Agreement. At the
second closing, RAIT sold a subsidiary, Independence Realty
Advisors, LLC, previously the external advisor of IRT, and
certain assets of a subsidiary, Jupiter Communities, LLC (d/b/a
RAIT Residential), RAITs multi-family property manager, to IRT
for $43 million, subject to pro-rations, plus the assumption of
certain liabilities relating to the multi-family property
management business.

Simultaneously with the second closing, RAIT entered into a
Shared Services Agreement (the Shared Services Agreement) with
IRT. to the terms of the Shared Services Agreement, RAIT and IRT
will provide each other with transitional services, including but
not limited to accounting, human resources, information
technology, real estate and legal services, for a period of six
months. In consideration for the various services provided by
RAIT and IRT, IRT will pay RAIT net fees of $777,168 for the
six-month term (i.e., $129,528 per month).

The foregoing description of the Shared Service Agreement and the
references to the Purchase Agreement do not purport to be
complete and are qualified in their entireties by reference to
the Shared Services Agreement, a copy of which is filed herewith
as Exhibit 10.1 and incorporated by reference herein, and the
Purchase Agreement, which was filed as Exhibit 10.1 to RAITs
Current Report on Form 8-K filed on September 27, 2016.

In its Current Report on Form 8-K filed on December 16, 2016,
RAIT previously disclosed entry into a separation agreement (the
Schaeffer Separation Agreement) and a consulting agreement (the
Schaeffer Consulting Agreement) with Scott F. Schaeffer, to which
Mr. Schaeffer would resign as Chief Executive Officer (CEO), and
as a trustee of RAIT, and would become a consultant to RAIT for
the period of one year following the second closing under the
Purchase Agreement. Simultaneously with the second closing under
the Purchase Agreement, the Schaeffer Separation Agreement and
the Schaeffer Consulting Agreement became effective and Mr.
Schaeffer resigned as CEO and as a trustee of RAIT and now serves
as a consultant to RAIT.

In its Current Report Form 8-K filed on November 7, 2016, RAIT
previously disclosed entry into an employment agreement with
Scott L. N. Davidson, to which Mr. Davidson would be elevated to
the office of Chief Executive Officer of RAIT upon the
resignation of Mr. Schaeffer. Simultaneously with Mr. Schaeffers
resignation, Mr. Davidson has been appointed Chief Executive
Officer of RAIT. In addition, the Board of Trustees of RAIT has
elected Mr. Davidson to fill the vacancy on the Board of Trustees
caused by Mr. Schaeffers resignation until the next annual
meeting of shareholders of RAIT.

On December 20, 2016, RAIT issued a press release announcing the
completion of the Internalization. A copy of the press release is
attached as Exhibit 99.1 hereto, and is incorporated herein by
reference.

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