Filing Details
- Accession Number:
- 0001193125-18-042510
- Form Type:
- 13G Filing
- Publication Date:
- 2018-02-13 16:08:13
- Filed By:
- Highland Capital Management
- Company:
- Rait Financial Trust (NYSE:RASFQ)
- Filing Date:
- 2018-02-13
- SEC Url:
- 13G 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 | 613,889 | 0 | 613,889 | 613,889 | 0.7% |
| Highland Capital Management Fund Advisors | 0 | 2,833,250 | 0 | 2,833,250 | 2,833,250 | 3.0% |
| Strand Advisors XVI, Inc | 0 | 2,833,250 | 0 | 2,833,250 | 2,833,250 | 3.0% |
| NexPoint Real Estate Strategies Fund | 0 | 117,040 | 0 | 117,040 | 117,040 | 0.1% |
| NexPoint Advisors | 0 | 117,040 | 0 | 117,040 | 117,040 | 0.1% |
| NexPoint Advisors GP | 0 | 117,040 | 0 | 117,040 | 117,040 | 0.1% |
| Highland Select Equity Master Fund | 0 | 1,741,521 | 0 | 1,741,521 | 1,741,521 | 1.9% |
| Highland Select Equity Fund GP | 0 | 1,741,521 | 0 | 1,741,521 | 1,741,521 | 1.9% |
| Highland Select Equity GP | 0 | 1,741,521 | 0 | 1,741,521 | 1,741,521 | 1.9% |
| Highland Capital Management | 0 | 1,741,521 | 0 | 1,741,521 | 1,741,521 | 1.9% |
| Strand Advisors, Inc | 0 | 1,741,521 | 0 | 1,741,521 | 1,741,521 | 1.9% |
| James D. Dondero | 0 | 4,691,811 | 0 | 4,691,811 | 4,691,811 | 5.0% |
| Matt McGraner | 3,000 | 0 | 3,000 | 0 | 3,000 | Less than 0.1% |
| Amount beneficially owned Percent of Class |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2
(Amendment No. )*
RAIT FINANCIAL TRUST
(Name of Issuer)
Common Shares of Beneficial Interest, $.03 par value per share
(Title of Class of Securities)
749227609
(CUSIP Number)
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 749227609 | SCHEDULE 13G | Page 2 of 19 Pages |
| (1) | Name of reporting person
Highland Global Allocation Fund | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Massachusetts | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,219,361 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,219,361 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
2,219,361 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
2.4% | |||||
| (12) | Type of reporting person (see instructions)
IV, OO | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 3 of 19 Pages |
| (1) | Name of reporting person
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) | Citizenship or place of organization
Massachusetts | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
613,889 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
613,889 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
613,889 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
0.7% | |||||
| (12) | Type of reporting person (see instructions)
IV, OO | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 4 of 19 Pages |
| (1) | Name of reporting person
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) | Citizenship or place of organization
Massachusetts | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,833,250 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,833,250 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
2,833,250 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
3.0% | |||||
| (12) | Type of reporting person (see instructions)
IA, PN | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 5 of 19 Pages |
| (1) | Name of reporting person
Strand Advisors XVI, Inc. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
2,833,250 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
2,833,250 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
2,833,250 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
3.0% | |||||
| (12) | Type of reporting person (see instructions)
HC, OO | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 6 of 19 Pages |
| (1) | Name of reporting person
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) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
117,040 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
117,040 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
117,040 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
0.1% | |||||
| (12) | Type of reporting person (see instructions)
IV | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 7 of 19 Pages |
| (1) | Name of reporting person
NexPoint Advisors, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
117,040 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
117,040 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
117,040 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
0.1% | |||||
| (12) | Type of reporting person (see instructions)
IA, PN | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 8 of 19 Pages |
| (1) | Name of reporting person
NexPoint Advisors GP, LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
117,040 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
117,040 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
117,040 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
0.1% | |||||
| (12) | Type of reporting person (see instructions)
HC, OO | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 9 of 19 Pages |
| (1) | Name of reporting person
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) | Citizenship or place of organization
Bermuda | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
1,741,521 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
1,741,521 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
1,741,521 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
1.9% | |||||
| (12) | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 10 of 19 Pages |
| (1) | Name of reporting person
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) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
1,741,521 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
1,741,521 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
1,741,521 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
1.9% | |||||
| (12) | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 11 of 19 Pages |
| (1) | Name of reporting person
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) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
1,741,521 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
1,741,521 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
1,741,521 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
1.9% | |||||
| (12) | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 12 of 19 Pages |
| (1) | Name of reporting person
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) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
1,741,521 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
1,741,521 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
1,741,521 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
1.9% | |||||
| (12) | Type of reporting person (see instructions)
IA, PN | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 13 of 19 Pages |
| (1) | Name of reporting person
Strand Advisors, Inc. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
1,741,521 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
1,741,521 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
1,741,521 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
1.9% | |||||
| (12) | Type of reporting person (see instructions)
HC, CO | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 14 of 19 Pages |
| (1) | Name of reporting person
James D. Dondero | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
0 | ||||
| (6) | Shared voting power
4,691,811 | |||||
| (7) | Sole dispositive power
0 | |||||
| (8) | Shared dispositive power
4,691,811 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
4,691,811 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
5.0% | |||||
| (12) | Type of reporting person (see instructions)
HC, IN | |||||
| CUSIP No. 749227609 | SCHEDULE 13G | Page 15 of 19 Pages |
| (1) | Name of reporting person
Matt McGraner | |||||
| (2) | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☐
| |||||
| (3) | SEC use only
| |||||
| (4) | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with | (5) | Sole voting power
3,000 | ||||
| (6) | Shared voting power
0 | |||||
| (7) | Sole dispositive power
3,000 | |||||
| (8) | Shared dispositive power
0 | |||||
| (9) | Aggregate amount beneficially owned by each reporting person
3,000 | |||||
| (10) | Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
| |||||
| (11) | Percent of class represented by amount in Row (9)
Less than 0.1% | |||||
| (12) | Type of reporting person (see instructions)
IN | |||||
| CUSIP NO. 749227609 | 13G | Page 16 of 19 Pages |
SCHEDULE 13G
This Schedule 13G (this 13G) 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), James D. Dondero and Matt McGraner (collectively, the Reporting Persons).
Item 1(a). Name of Issuer:
RAIT Financial Trust (the Issuer)
Item 1(b). Address of Issuers Principal Executive Offices:
Two Logan Square, 100 N. 18th Street, 23rd Floor, Philadelphia, Pennsylvania 19103
Item 2(a). Name of Persons Filing:
This 13G is filed by and on behalf of each of the following persons: (1) Global Fund, (2) Small-Cap Fund, (3) Highland Fund Advisors, (4), Strand XVI, (5) NRESF, (6) NexPoint Advisors, (7) NexPoint Advisors GP, (8) Select Fund, (9) Select GP, (10) Select LLC, (11) Highland Capital, (12) Strand, (13) James D. Dondero and (14) Matt McGraner.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of the Reporting Persons is 300 Crescent Court, Suite 700, Dallas, Texas 75201.
Item 2(c). Citizenship:
Mr. Dondero and Mr. McGraner are United States citizens. Global Fund and Small-Cap Fund are series of Massachusetts business trusts. Highland Fund Advisors, NexPoint Advisors, Select GP, and Highland Capital are Delaware limited partnerships. Strand XVI and Strand are Delaware corporations. NRESF is a Delaware statutory trust. NexPoint Advisors GP and Select LLC are Delaware limited liability companies. Select Fund is a Bermuda limited partnership.
Item 2(d). Title of Class of Securities:
Common Shares of Beneficial Interest, $.03 par value per share.
Item 2(e). CUSIP Number:
749227609
Item 3. If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership:
(a) (c)
| CUSIP NO. 749227609 | 13G | Page 17 of 19 Pages |
The following beneficial ownership of each of the Reporting Persons as of December 31, 2017 is as follows:
| Name of Reporting Person | Amount beneficially owned | Percent of Class1 | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | ||||||||||||||||||
| Highland Global Allocation Fund | 2,219,361 | 2.4 | % | 0 | 2,219,361 | 0 | 2,219,361 | |||||||||||||||||
| Highland Small-Cap Equity Fund | 613,889 | 0.7 | % | 0 | 613,889 | 0 | 613,889 | |||||||||||||||||
| Highland Capital Management Fund Advisors, L.P. | 2,833,250 | 3.0 | % | 0 | 2,833,250 | 0 | 2,833,250 | |||||||||||||||||
| Strand Advisors XVI, Inc. | 2,833,250 | 3.0 | % | 0 | 2,833,250 | 0 | 2,833,250 | |||||||||||||||||
| NexPoint Real Estate Strategies Fund | 117,040 | 0.1 | % | 0 | 117,040 | 0 | 117,040 | |||||||||||||||||
| NexPoint Advisors, L.P. | 117,040 | 0.1 | % | 0 | 117,040 | 0 | 117,040 | |||||||||||||||||
| NexPoint Advisors GP, LLC | 117,040 | 0.1 | % | 0 | 117,040 | 0 | 117,040 | |||||||||||||||||
| Highland Select Equity Master Fund, L.P. | 1,741,521 | 1.9 | % | 0 | 1,741,521 | 0 | 1,741,521 | |||||||||||||||||
| Highland Select Equity Fund GP, L.P. | 1,741,521 | 1.9 | % | 0 | 1,741,521 | 0 | 1,741,521 | |||||||||||||||||
| Highland Select Equity GP, LLC | 1,741,521 | 1.9 | % | 0 | 1,741,521 | 0 | 1,741,521 | |||||||||||||||||
| Highland Capital Management, L.P. | 1,741,521 | 1.9 | % | 0 | 1,741,521 | 0 | 1,741,521 | |||||||||||||||||
| Strand Advisors, Inc. | 1,741,521 | 1.9 | % | 0 | 1,741,521 | 0 | 1,741,521 | |||||||||||||||||
| James D. Dondero | 4,691,811 | 5.0 | % | 0 | 4,691,811 | 0 | 4,691,811 | |||||||||||||||||
| Matt McGraner | 3,000 | <0.1 | % | 3,000 | 0 | 3,000 | 0 | |||||||||||||||||
| TOTAL | 4,694,811 | 5.0 | % | 3,000 | 4,691,811 | 3,000 | 4,691,811 | |||||||||||||||||
| 1. | The percentages are based on 93,046,621 common shares of beneficial interest, par value $0.03 per share, outstanding as of November 6, 2017, which is the total number of common shares of beneficial interest outstanding as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 13, 2017. |
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
See Exhibit 99.1.
Item 9. Notice of Dissolution of Group:
Not applicable.
Item 10. Certification.
Not applicable.
| CUSIP NO. 749227609 | 13G | Page 18 of 19 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2018
| HIGHLAND FUNDS II, on behalf of its series Highland Global Allocation Fund | ||||
| By: | /s/ Frank Waterhouse | |||
| Name: Frank Waterhouse | ||||
| Title: Authorized Signatory | ||||
| HIGHLAND FUNDS II, on behalf of its series Highland Small-Cap Equity Fund | ||||
| By: | /s/ Frank Waterhouse | |||
| Name: Frank Waterhouse | ||||
| Title: Authorized Signatory | ||||
| HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P. | ||||
| By: | Strand Advisors XVI, Inc., its general partner | |||
| By: | /s/ Frank Waterhouse | |||
| Name: Frank Waterhouse | ||||
| Title: Authorized Signatory | ||||
| STRAND ADVISORS XVI, INC. | ||||
| By: | /s/ Frank Waterhouse | |||
| Name: Frank Waterhouse | ||||
| 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/ Frank Waterhouse | |||
| Name: Frank Waterhouse | ||||
| Title: Authorized Signatory | ||||
| NEXPOINT ADVISORS GP, LLC | ||||
| By: | /s/ Frank Waterhouse | |||
| Name: Frank Waterhouse | ||||
| Title: Authorized Signatory | ||||
| CUSIP NO. 749227609 | 13G | Page 19 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 | ||||
| /s/ Matt McGraner | ||||
| Matt McGraner | ||||