Filing Details
- Accession Number:
- 0001193125-17-034817
- Form Type:
- 13D Filing
- Publication Date:
- 2017-02-08 17:28:57
- Filed By:
- Highland Capital Management
- Company:
- Rait Financial Trust (NYSE:RASFQ)
- Filing Date:
- 2017-02-08
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Highland Global Allocation Fund | 0 | 2,219,361 | 0 | 2,219,361 | 2,219,361 | 2.4% |
| Highland Small-Cap Equity Fund | 0 | 484,789 | 0 | 484,789 | 484,789 | 0.5% |
| Highland Capital Management Fund Advisors | 0 | 2,704,150 | 0 | 2,704,150 | 2,704,150 | 2.9% |
| Strand Advisors XVI, Inc | 0 | 2,704,150 | 0 | 2,704,150 | 2,704,150 | 2.9% |
| NexPoint Real Estate Strategies Fund | 0 | 98,040 | 0 | 98,040 | 98,040 | 0.1% |
| NexPoint Advisors | 0 | 98,040 | 0 | 98,040 | 98,040 | 0.1% |
| NexPoint Advisors GP | 0 | 98,040 | 0 | 98,040 | 98,040 | 0.1% |
| Highland Select Equity Master Fund | 0 | 2,677,087 | 0 | 2,677,087 | 2,677,087 | 2.9% |
| Highland Select Equity Fund GP | 0 | 2,677,087 | 0 | 2,677,087 | 2,677,087 | 2.9% |
| Highland Select Equity GP | 0 | 2,677,087 | 0 | 2,677,087 | 2,677,087 | 2.9% |
| Highland Capital Management | 0 | 2,677,087 | 0 | 2,677,087 | 2,677,087 | 2.9% |
| Strand Advisors, Inc | 0 | 2,677,087 | 0 | 2,677,087 | 2,677,087 | 2.9% |
| James D. Dondero | 0 | 5,479,277 | 0 | 5,479,277 | 5,479,277 | 5.9% |
| Sole VotingPower Shared VotingPower SoleDispositivePower SharedDispositivePower Highland Global Allocation Fund |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
(Amendment No. 4)
RAIT FINANCIAL TRUST
(Name of Issuer)
Common Shares of Beneficial Interest, $0.03 par value per share
(Title of Class of Securities)
749227609
(CUSIP Number)
Thomas Surgent, Chief Compliance Officer
Highland Capital Management, L.P.
300 Crescent Court, Suite 700
Dallas, TX 75201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
February 8, 2017
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| CUSIP NO. 749227609 | 13D | Page 2 of 19 Pages |
| (1) | Names of reporting persons
Highland Global Allocation Fund | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Massachusetts | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,219,361 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,219,361 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,219,361 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.4% | |||||
| (14) | Type of reporting person (see instructions)
IV, OO | |||||
| CUSIP NO. 749227609 | 13D | Page 3 of 19 Pages |
| (1) | Names of reporting persons
Highland Small-Cap Equity Fund | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Massachusetts | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
484,789 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
484,789 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
484,789 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.5% | |||||
| (14) | Type of reporting person (see instructions)
IV, OO | |||||
| CUSIP NO. 749227609 | 13D | Page 4 of 19 Pages |
| (1) | Names of reporting persons
Highland Capital Management Fund Advisors, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF, OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,704,150 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,704,150 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,704,150 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.9% | |||||
| (14) | Type of reporting person (see instructions)
IA, PN | |||||
| CUSIP NO. 749227609 | 13D | Page 5 of 19 Pages |
| (1) | Names of reporting persons
Strand Advisors XVI, Inc. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF/OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,704,150 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,704,150 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,704,150 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.9% | |||||
| (14) | Type of reporting person (see instructions)
HC, OO | |||||
| CUSIP NO. 749227609 | 13D | Page 6 of 19 Pages |
| (1) | Names of reporting persons
NexPoint Real Estate Strategies Fund | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
98,040 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
98,040 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
98,040 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person (see instructions)
IV | |||||
| CUSIP NO. 749227609 | 13D | Page 7 of 19 Pages |
| (1) | Names of reporting persons
NexPoint Advisors, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF/OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
98,040 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
98,040 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
98,040 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person (see instructions)
IA, PN | |||||
| CUSIP NO. 749227609 | 13D | Page 8 of 19 Pages |
| (1) | Names of reporting persons
NexPoint Advisors GP, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF/OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
98,040 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
98,040 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
98,040 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
0.1% | |||||
| (14) | Type of reporting person (see instructions)
HC, OO | |||||
| CUSIP NO. 749227609 | 13D | Page 9 of 19 Pages |
| (1) | Names of reporting persons
Highland Select Equity Master Fund, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
WC | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Bermuda | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,677,087 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,677,087 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,677,087 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.9% | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| CUSIP NO. 749227609 | 13D | Page 10 of 19 Pages |
| (1) | Names of reporting persons
Highland Select Equity Fund GP, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF/OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,677,087 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,677,087 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,677,087 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.9% | |||||
| (14) | Type of reporting person (see instructions)
PN | |||||
| CUSIP NO. 749227609 | 13D | Page 11 of 19 Pages |
| (1) | Names of reporting persons
Highland Select Equity GP, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF/OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,677,087 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,677,087 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,677,087 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.9% | |||||
| (14) | Type of reporting person (see instructions)
OO | |||||
| CUSIP NO. 749227609 | 13D | Page 12 of 19 Pages |
| (1) | Names of reporting persons
Highland Capital Management, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF/OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,677,087 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,677,087 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,677,087 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.9% | |||||
| (14) | Type of reporting person (see instructions)
IA, PN | |||||
| CUSIP NO. 749227609 | 13D | Page 13 of 19 Pages |
| (1) | Names of reporting persons
Strand Advisors, Inc. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF/OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
2,677,087 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
2,677,087 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
2,677,087 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
2.9% | |||||
| (14) | Type of reporting person (see instructions)
HC, CO | |||||
| CUSIP NO. 749227609 | 13D | Page 14 of 19 Pages |
| (1) | Names of reporting persons
James D. Dondero | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF/OO | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| (6) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with:
| (7) | Sole voting power
0 | ||||
| (8) | Shared voting power
5,479,277 | |||||
| (9) | Sole dispositive power
0 | |||||
| (10) | Shared dispositive power
5,479,277 | |||||
| (11) | Aggregate amount beneficially owned by each reporting person
5,479,277 | |||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
| |||||
| (13) | Percent of class represented by amount in Row (11)
5.9% | |||||
| (14) | Type of reporting person (see instructions)
HC, IN | |||||
| CUSIP NO. 749227609 | 13D | Page 15 of 19 Pages |
SCHEDULE 13D
This Amendment No. 4 (this Amendment) is being filed on behalf of Highland Global Allocation Fund, a series of Highland Funds II, a Massachusetts business trust (the Global Fund), Highland Small-Cap Equity Fund, a series of Highland Funds II, a Massachusetts business trust (the Small-Cap Fund), Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (Highland Fund Advisors), Strand Advisors XVI, Inc., a Delaware corporation (Strand XVI), NexPoint Real Estate Strategies Fund, a Delaware statutory trust (NRESF), NexPoint Advisors, L.P., a Delaware limited partnership (NexPoint Advisors), NexPoint Advisors GP, LLC, a Delaware limited liability company (NexPoint Advisors GP), Highland Select Equity Master Fund, L.P., a Bermuda limited partnership (Select Fund), Highland Select Equity Fund GP, L.P., a Delaware limited partnership (Select GP), Highland Select Equity GP, LLC, a Delaware limited liability company (Select LLC), Highland Capital Management, L.P., a Delaware limited partnership (Highland Capital), Strand Advisors, Inc., a Delaware corporation (Strand) and James D. Dondero (collectively, the Reporting Persons), and amends the Schedule 13D filed on October 7, 2016, as subsequently amended on November 10, 2016, as subsequently amended on December 5, 2016, and as subsequently amended on December 22, 2016. This Amendment updates the purpose of the transaction and files a new exhibit. The Schedule 13D is supplementally amended as follows:
Item 4. Purpose of Transaction.
On February 8, 2017, NexPoint Real Estate Advisors, LP, an affiliate of Highland Capital, sent a slide deck presentation (the Presentation) to the board of trustees of the Issuer. The Presentation provides additional information on the plans or proposals disclosed in earlier amendments to the Schedule 13D, and also contained in letters delivered to Mr. Michael J. Malter, the Chairman of the board of trustees of the Issuer, and filed as exhibits to earlier amendment to the Schedule 13D.
The foregoing description of the Presentation is qualified in its entirety by reference to the full version of the Presentation attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) As of February 8, 2017, (i) the Global Fund may be deemed to beneficially own 2,219,361 Common Shares, which represents approximately 2.4% of the outstanding Common Shares; (ii) Small-Cap Fund may be deemed to beneficially own 484,789 Common Shares, which represents approximately 0.5% of the outstanding Common Shares; (iii) Highland Fund Advisors may be deemed to beneficially own 2,704,150 Common Shares, which represents approximately 2.9% of the outstanding Common Shares; (iv) Strand XVI may be deemed to beneficially own 2,704,150 Common Shares, which represents approximately 2.9% of the outstanding Common Shares; (v) NRESF may be deemed to beneficially own 98,040 Common Shares, which represents approximately 0.1% of the outstanding Common Shares; (vi) NexPoint Advisors may be deemed to beneficially own 98,040 Common Shares, which represents approximately 0.1% of the outstanding Common Shares; (vii) NexPoint Advisors GP may be deemed to beneficially own 98,040 Common Shares, which represents approximately 0.1% of the outstanding Common Shares; (viii) the Select Fund may be deemed to beneficially own 2,677,087 Common Shares, which represents approximately 2.9% of the outstanding Common Shares; (ix) Select GP may be deemed to beneficially own 2,677,087 Common Shares, which represents approximately 2.9% of the outstanding Common Shares; (x) Select LLC may be deemed to beneficially own 2,677,087 Common Shares, which represents approximately 2.9% of the outstanding Common Shares; (xi) Highland Capital may be deemed to beneficially own 2,677,087 Common Shares, which represents approximately 2.9% of the outstanding Common Shares; (xii) Strand may be deemed to beneficially own 2,677,087 Common Shares, which represents approximately 2.9% of the outstanding Common Shares; and (xiii) James D. Dondero may be deemed to beneficially own 5,479,277 Common Shares, which represents approximately 5.9% of the outstanding Common Shares.
| CUSIP NO. 749227609 | 13D | Page 16 of 19 Pages |
(b)
| Name of Reporting Person | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | ||||
| Highland Global Allocation Fund | 0 | 2,219,361 | 0 | 2,219,361 | ||||
| Highland Small-Cap Equity Fund | 0 | 484,789 | 0 | 484,789 | ||||
| Highland Capital Management Fund Advisors, L.P. | 0 | 2,704,150 | 0 | 2,704,150 | ||||
| Strand Advisors XVI, Inc. | 0 | 2,704,150 | 0 | 2,704,150 | ||||
| NexPoint Real Estate Strategies Fund | 0 | 98,040 | 98,040 | |||||
| NexPoint Advisors, L.P. | 0 | 98,040 | 0 | 98,040 | ||||
| NexPoint Advisors GP, LLC | 0 | 98,040 | 0 | 98,040 | ||||
| Highland Select Equity Master Fund, L.P. | 0 | 2,677,087 | 0 | 2,677,087 | ||||
| Highland Select Equity Fund GP, L.P. | 0 | 2,677,087 | 0 | 2,677,087 | ||||
| Highland Select Equity GP, LLC | 0 | 2,677,087 | 0 | 2,677,087 | ||||
| Highland Capital Management, L.P. | 0 | 2,677,087 | 0 | 2,677,087 | ||||
| Strand Advisors, Inc. | 0 | 2,677,087 | 0 | 2,677,087 | ||||
| James D. Dondero | 0 | 5,479,277 | 0 | 5,479,277 |
(c) Annex A attached hereto lists all transactions in the Common Shares during the past 60 days by the Reporting Persons. Except as otherwise noted, the transactions in the Common Shares were effected in the open market.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares.
(e) Not applicable.
Item 7. Materials to be Filed as Exhibits.
| 99.1 | Slide Deck Presentation, dated February 2017. |
| CUSIP NO. 749227609 | 13D | Page 17 of 19 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: February 8, 2017
| HIGHLAND FUNDS II, on behalf of its series Highland Global Allocation Fund | ||||
| By: | /s/ Brian Mitts | |||
| Name: Brian Mitts | ||||
| Title: Authorized Signatory | ||||
| HIGHLAND FUNDS II, on behalf of its series Highland Small-Cap Equity Fund | ||||
| By: | /s/ Brian Mitts | |||
| Name: Brian Mitts | ||||
| Title: Authorized Signatory | ||||
| HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. | ||||
| By: | Strand Advisors XVI, Inc., its general partner | |||
| By: | /s/ Brian Mitts | |||
| Name: Brian Mitts | ||||
| Title: Authorized Signatory | ||||
| STRAND ADVISORS XVI, INC. | ||||
| By: | /s/ Brian Mitts | |||
| Name: Brian Mitts | ||||
| Title: Authorized Signatory | ||||
| NEXPOINT REAL ESTATE STRATEGIES FUND | ||||
| By: | /s/ Brian Mitts | |||
| Name: Brian Mitts | ||||
| Title: Authorized Signatory | ||||
| NEXPOINT ADVISORS, L.P. | ||||
| By: | NexPoint Advisors GP, LLC, its general partner | |||
| By: | /s/ Brian Mitts | |||
| Name: Brian Mitts | ||||
| Title: Authorized Signatory | ||||
| NEXPOINT ADVISORS GP, LLC | ||||
| By: | /s/ Brian Mitts | |||
| Name: Brian Mitts | ||||
| Title: Authorized Signatory | ||||
| CUSIP NO. 749227609 | 13D | Page 18 of 19 Pages |
| HIGHLAND SELECT EQUITY MASTER FUND, L.P. | ||||
| By: Highland Select Equity Fund GP, L.P., its general partner | ||||
| By: Highland Select Equity GP, LLC, its general partner | ||||
| By: Highland Capital Management, L.P., its sole member | ||||
| By: Strand Advisors, Inc., its general partner | ||||
| By: | /s/ Scott Ellington | |||
| Name: Scott Ellington | ||||
| Title: Authorized Signatory | ||||
| HIGHLAND SELECT EQUITY FUND GP, L.P. | ||||
| By: Highland Select Equity GP, LLC, its general partner | ||||
| By: Highland Capital Management, L.P., its sole member | ||||
| By: Strand Advisors, Inc., its general partner | ||||
| By: | /s/ Scott Ellington | |||
| Name: Scott Ellington | ||||
| Title: Authorized Signatory | ||||
| HIGHLAND SELECT EQUITY GP, LLC | ||||
| By: Highland Capital Management, L.P., its sole member | ||||
| By: Strand Advisors, Inc., its general partner | ||||
| By: | /s/ Scott Ellington | |||
| Name: Scott Ellington | ||||
| Title: Authorized Signatory | ||||
| HIGHLAND CAPITAL MANAGEMENT, L.P. | ||||
| By: Strand Advisors, Inc., its general partner | ||||
| By: | /s/ Scott Ellington | |||
| Name: Scott Ellington | ||||
| Title: Authorized Signatory | ||||
| STRAND ADVISORS, INC. | ||||
| By: | /s/ Scott Ellington | |||
| Name: Scott Ellington | ||||
| Title: Authorized Signatory | ||||
| /s/ James D. Dondero | ||||
| James D. Dondero | ||||
| CUSIP NO. 749227609 | 13D | Page 19 of 19 Pages |
EXHIBIT INDEX
| Exhibit | Exhibit Description | |
| 99.1 | Slide Deck Presentation, dated February 2017. | |
ANNEX A
TRANSACTIONS
The following table sets forth all transactions with respect to the Common Shares effected in the last sixty days by the Reporting Persons on behalf of the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:00 p.m., New York City time, on February 8, 2017.
| Date | Effected By | Nature of Transaction | Quantity | Price | ||||
| 01/31/2017 | Highland Select Equity Master Fund, L.P. | Open Market Sale | 98,370 | $3.4847 |