Amended Statement of Beneficial Ownership (sc 13d/a)
December 22 2016 - 4:54PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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. 3)
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)
December 21, 2016
(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. ☐
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CUSIP NO. 749227609
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13D
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Page
2
of 18 Pages
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1
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NAME OF
REPORTING PERSONS
Highland Global Allocation Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Massachusetts
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
2,219,361
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,219,361
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,219,361
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.4%
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14
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TYPE OF REPORTING PERSON (see
instructions)
IV, OO
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CUSIP NO. 749227609
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13D
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Page
3
of 18 Pages
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1
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NAME OF
REPORTING PERSONS
Highland Small-Cap Equity Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Massachusetts
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
484,789
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
484,789
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
484,789
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.5%
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14
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TYPE OF REPORTING PERSON (see
instructions)
IV, OO
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CUSIP NO. 749227609
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13D
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Page
4
of 18 Pages
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1
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NAME OF
REPORTING PERSONS
Highland Capital Management Fund Advisors, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
AF, OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
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|
8
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SHARED VOTING POWER
2,704,150
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
2,704,150
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,704,150
|
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
|
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.9%
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14
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TYPE OF REPORTING PERSON (see
instructions)
IA, PN
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CUSIP NO. 749227609
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13D
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Page
5
of 18 Pages
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1
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NAME OF
REPORTING PERSONS
Strand Advisors XVI, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
|
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4
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SOURCE OF FUNDS (see instructions)
AF/OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
|
6
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|
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
|
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|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
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SHARED DISPOSITIVE POWER
2,704,150
|
|
11
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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
|
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
2.9%
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|
14
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TYPE OF REPORTING PERSON (see
instructions)
HC, OO
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CUSIP NO. 749227609
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13D
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Page
6
of 18 Pages
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1
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NAME OF
REPORTING PERSONS
NexPoint Real Estate Strategies Fund
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
|
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6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
0
|
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|
8
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SHARED VOTING POWER
98,040
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|
9
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SOLE DISPOSITIVE POWER
0
|
|
|
10
|
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SHARED DISPOSITIVE POWER
98,040
|
|
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
98,040
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|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
|
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0.1%
|
|
14
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TYPE OF REPORTING PERSON (see
instructions)
IV
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CUSIP NO. 749227609
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13D
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Page
7
of 18 Pages
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1
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NAME OF
REPORTING PERSONS
NexPoint Advisors, L.P.
|
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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
|
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5
|
|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
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CUSIP NO. 749227609
|
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13D
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Page
8
of 18 Pages
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1
|
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NAME 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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
|
|
|
|
|
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CUSIP NO. 749227609
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13D
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Page
9
of 18 Pages
|
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|
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1
|
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NAME 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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,775,457
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,775,457
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.0%
|
|
14
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
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|
|
|
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|
CUSIP NO. 749227609
|
|
13D
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Page
10
of 18 Pages
|
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1
|
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NAME 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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,775,457
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,775,457
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.0%
|
|
14
|
|
TYPE OF REPORTING PERSON (see
instructions)
PN
|
|
|
|
|
|
|
|
CUSIP NO. 749227609
|
|
13D
|
|
Page
11
of 18 Pages
|
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|
|
|
|
|
|
|
1
|
|
NAME 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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,775,457
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,775,457
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.0%
|
|
14
|
|
TYPE OF REPORTING PERSON (see
instructions)
OO
|
|
|
|
|
|
|
|
CUSIP NO. 749227609
|
|
13D
|
|
Page
12
of 18 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME 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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,775,457
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,775,457
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.0%
|
|
14
|
|
TYPE OF REPORTING PERSON (see
instructions)
IA, PN
|
|
|
|
|
|
|
|
CUSIP NO. 749227609
|
|
13D
|
|
Page
13
of 18 Pages
|
|
|
|
|
|
|
|
|
|
1
|
|
NAME 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 BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
2,775,457
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
2,775,457
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,775,457
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
3.0%
|
|
14
|
|
TYPE OF REPORTING PERSON (see
instructions)
HC, CO
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|
|
|
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CUSIP NO. 749227609
|
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13D
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Page
14
of 18 Pages
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1
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|
NAME OF
REPORTING PERSONS
James D. Dondero
|
|
2
|
|
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☐ (b) ☐
|
|
3
|
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SEC USE ONLY
|
|
4
|
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SOURCE OF FUNDS (see instructions)
AF/OO
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5
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|
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) ☐
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6
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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
5,577,647
|
|
|
9
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
10
|
|
SHARED DISPOSITIVE POWER
5,577,647
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,577,647
|
|
12
|
|
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
|
|
13
|
|
PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.1%
|
|
14
|
|
TYPE OF REPORTING PERSON (see
instructions)
HC, IN
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|
|
|
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CUSIP NO. 749227609
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13D
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Page
15
of 18 Pages
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SCHEDULE 13D
This Amendment No. 3 (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 and as subsequently amended on December 5,
2016. This Amendment updates the purpose of the transaction. The Schedule 13D is supplementally amended as follows:
|
Item 4.
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Purpose of Transaction.
|
NexPoint Real Estate Advisors, LP (“NexPoint”), an
affiliate of Highland Capital, previously sent letters (the “Letters”), dated November 10, 2016 and December 5, 2016, to Mr. Michael J. Malter, the Chairman of the board of trustees of the Issuer (the
“Board”), expressing NexPoint’s interest in engaging in discussions with the Issuer’s management regarding proposals intended to enhance shareholder value. After becoming aware of the Letters, another shareholder of the Issuer
informed NexPoint that he had submitted a shareholder proposal to the Issuer under Rule
14a-8
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On December 21, 2016,
NexPoint and the other shareholder entered into an indemnity letter related to the shareholder proposal.
The indemnity letter confirms
that NexPoint and the other shareholder (1) have no agreement, contract, arrangement, understanding, plan or proposal relating to the Issuer or its securities, other than the indemnification obligation, and (2) have not formed a
“group” under Section 13(d) of the Exchange Act. The foregoing description of the indemnity letter is qualified in its entirety by reference to the full text attached hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 7.
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Materials to be Filed as Exhibits.
|
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99.1
|
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Indemnity Letter, dated December 21, 2016.
|
|
|
|
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CUSIP NO. 749227609
|
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13D
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Page
16
of 18 Pages
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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: December 22, 2016
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HIGHLAND FUNDS II, on behalf of its series Highland Global Allocation Fund
|
|
|
|
|
|
|
|
|
|
|
By:
|
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/s/ Brian Mitts
|
|
|
|
|
|
|
|
Name: Brian Mitts
|
|
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
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HIGHLAND FUNDS II, on behalf of its series Highland
Small-Cap
Equity Fund
|
|
|
|
|
|
|
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By:
|
|
/s/ Brian Mitts
|
|
|
|
|
|
|
|
Name: Brian Mitts
|
|
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
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HIGHLAND CAPITAL MANAGEMENT FUND ADVISORS, L.P.
|
|
|
|
|
|
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By:
|
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Strand Advisors XVI, Inc., its general partner
|
|
|
|
|
|
|
|
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|
|
By:
|
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/s/ Brian Mitts
|
|
|
|
|
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|
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Name: Brian Mitts
|
|
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Title: Authorized Signatory
|
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STRAND ADVISORS XVI, INC.
|
|
|
|
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|
|
|
|
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By:
|
|
/s/ Brian Mitts
|
|
|
|
|
|
|
|
Name: Brian Mitts
|
|
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
NEXPOINT REAL ESTATE STRATEGIES FUND
|
|
|
|
|
|
|
|
|
|
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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
|
|
|
|
|
|
|
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Title: Authorized Signatory
|
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|
|
|
|
|
NEXPOINT ADVISORS GP, LLC
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Brian Mitts
|
|
|
|
|
|
|
|
Name: Brian Mitts
|
|
|
|
|
|
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
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CUSIP NO. 749227609
|
|
13D
|
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Page
17
of 18 Pages
|
|
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|
|
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|
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HIGHLAND SELECT EQUITY MASTER FUND, L.P.
|
|
|
|
|
|
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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
18
of 18 Pages
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit
No.
|
|
Exhibit Description
|
|
|
|
|
99.1
|
|
Indemnity Letter, dated December 21, 2016.
|