Corporate Trust Services
9062 Old Annapolis Road
Columbia, MD 21045-1951
NOTICE OF AUCTION TO BE CONDUCTED
PURSUANT TO SECTION 9.7 OF THE INDENTURE
AND NOTICE OF POTENTIAL AUCTION CALL REDEMPTION
RAIT PREFERRED FUNDING II, LTD.
RAIT PREFERRED FUNDING II, LLC
To: The Parties listed on Schedule A hereto.
Reference is made to that certain Indenture dated as of June 7, 2007 (as amended, modified or supplemented, the "Indenture") among RAIT PREFERRED FUNDING II, LTD., as Issuer (the "Issuer"), RAIT PREFERRED FUNDING II, LLC, as Co-Issuer (the "Co Issuer," and together with the Issuer, the "Co-Issuers"), WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee"), Paying Agent, Calculation Agent, Transfer Agent, Custodian, Backup Advancing Agent and Note Registrar and RAIT PARTNERSHIP, L.P., as advancing agent (the "Advancing Agent"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture.
I. Notice to Nominees and Custodians.
If you act as or hold Notes or Preference Shares as a nominee or custodian for or on behalf of other persons, please transmit this notice immediately to the beneficial owner of such Notes or Preference Shares or such other representative who is authorized to take actions. Your failure to act promptly in compliance with this paragraph may impair the chance of the beneficial owners on whose behalf you act to take any appropriate actions concerning the matters described in this notice.
II. Notice of Auction to be Conducted Pursuant to Section 9.7 of the Indenture.
Notice is hereby given that an Auction will be conducted in accordance with Section 9.7 and Schedule D of the Indenture on or about May 11, 2018 (the "May 2018 Auction Date"). The Collateral Assets will be sold on the May 2018 Auction Date only if (i) the Highest Auction Price would result in a cash purchase price for the Collateral Assets which, together with the balance of all Eligible Investments and Cash in the Accounts (other than the Hedge Counterparty Collateral Account), will at least equal to the Total Senior Redemption Amount, (ii) the Trustee has received bids for each of the Collateral Assets from at least two Qualified Bidders identified to the Trustee by the Collateral Manager (including the winning Qualified Bidder), (iii) the winning bidder enters into a written agreement with the Issuer for the purchase of the Collateral Assets and (iv) all other requirements in the Indenture are satisfied. Pursuant to Section 9.7(b) of the Indenture, the Collateral Manager, although it may not have been the highest bidder, will have the option to purchase the Collateral Assets (or any subpool) for a purchase price equal to the highest bid therefor.
The Auction Solicitation Package, containing details of the Auction, can be obtained by contacting the Collateral Manager by phone at (215) 207-2004, by e-mail at [email protected] and [email protected], and by facsimile at (215) 391-4171.
III. Notice of Potential Auction Call Redemption.
In accordance with Section 9.3 of the Indenture, the Issuer has provided notice (the "Issuer's Notice) to the Trustee of a potential Auction Call Redemption. A copy of the Issuer's Notice is attached hereto as Exhibit A.
In accordance with Section 9.7 of the Indenture and subject to the satisfaction of the conditions to the consummation of the Auction, the Trustee hereby provides notice of the following information relating to the potential Auction Call Redemption:
The Auction Call Redemption Date will be May 25, 2018.
The Record Date will be May 10, 2018.
The Redemption Price for the Notes will equal the sum of the Aggregate Outstanding Amount of the Notes being redeemed plus accrued interest thereon (including Defaulted Interest and accrued, unpaid and uncapitalized interest on Defaulted Interest, if any).
The principal amount of each Class of Notes to be redeemed is the Aggregate Outstanding Amount.
In the event that all conditions to the consummation of the Auction are satisfied, the Trustee will provide an additional notice specifying the place where the Notes and Preference Shares may be surrendered for payment of the Redemption Price.
You may direct questions to the attention of Bill Wood by telephone at (410) 884-2042, by e-mail at [email protected], or by mail addressed to Wells Fargo Bank, National Association, Corporate Trust Services, Attn: Bill Wood, MAC: R1204-010, 9062 Old Annapolis Road, Columbia, MD 21045. The Trustee may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination of material information to all Holders. Holders of Notes or Preference Shares should not rely on the Trustee as their sole source of information. The Trustee makes no recommendations and gives no investment advice herein or as to the Notes or Preference Shares generally.
Dated: April 13, 2018
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Preference Share Paying Agent
Holders of Notes and Preference Shares:*
RAIT Preferred Funding II, Ltd.
c/o Walkers SPV Limited
87 Mary Street, George Town
Grand Cayman KY1-9002
Attention: The Directors
RAIT Preferred Funding II, LLC
c/o Corporation Service Company
251 Little Falls Drive
Wilmington, Delaware 19808
RAIT Partnership, L.P.
Two Logan Square
100 N. 18th Street, 23rd Floor
Philadelphia, Pennsylvania 19103
Irish Stock Exchange:
Irish Stock Exchange Limited
Company Announcements Office
28 Anglesea Street
Dublin 2, Ireland
Irish Paying Agent:
Custom House Administration and Corporate Services Limited
25 Eden Quay
Dublin 1 Ireland
S&P Global Ratings
55 Water Street, 41st Floor
New York, New York 10041-0003
Attn: CDO Surveillance
Moody's Investors Service
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Attn: CMBS Surveillance
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
* The Trustee shall not be responsible for the use of the CUSIP, CINS, ISIN or Common Code numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Note. The numbers are included solely for the convenience of the Holders.
This information is provided by RNS