content: <!-- CoverPageHeader start -->
  <!DOCTYPE html PUBLIC "-//W3C//DTD HTML 3.2//EN">
  <HTML>
  <HEAD>
  <TITLE> RAIT Financial Trust (Form: 8-K) </TITLE>
  </HEAD>
  <BODY TEXT="#000000" BGCOLOR="#FFFFFF" ALINK="#0000FF" HLINK="#FF0000" VLINK="#800080">
  <A NAME="DOCUMENT_TOP">&nbsp;</A>
  <P>
  <!-- CoverPageHeader end --><!-- CoverPageTitle START -->
  <A NAME="DOCUMENT_TOP">&nbsp;</A>
  <HR NOSHADE>
  <P>
  <P ALIGN="CENTER">
  <FONT SIZE="4">
  		UNITED STATES<BR>
  	SECURITIES AND EXCHANGE COMMISSION
  </FONT>
  <BR>
  <FONT SIZE="2">
  	WASHINGTON, D.C. 20549
  </FONT>
  <P ALIGN="CENTER">
  <FONT SIZE="5">
  	FORM 8-K
  </FONT>
  <FONT SIZE="2">
  
  </FONT>
  </P>
  <P ALIGN="CENTER">
  <FONT SIZE="3">
  	CURRENT REPORT
  </FONT>
  </P>
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
  </FONT>
  </P>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="51%">
  	&nbsp;
  </TD>
  <TD WIDTH="5%">
  	&nbsp;
  </TD>
  <TD WIDTH="44%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Date of Report (Date of Earliest Event Reported):
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	January 18, 2007
  </FONT>
  </TD>
  </TR>
  </TABLE>
  <BR>
  </CENTER>
  <!-- CoverPageTitle END --><!-- CoverPageRegistrant START -->
  <P ALIGN="CENTER"><!-- -->
  <FONT SIZE="6">
  	RAIT Financial Trust
  </FONT>
  <FONT SIZE="2">
  <BR>__________________________________________<BR>
  	(Exact name of registrant as specified in its charter)
  </FONT>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="33%">
  	&nbsp;
  </TD>
  <TD WIDTH="34%">
  	&nbsp;
  </TD>
  <TD WIDTH="33%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Maryland
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	1-14760
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	23-2919819
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  _____________________<BR>
  	(State or other jurisdiction
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  _____________<BR>
  	(Commission
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  ______________<BR>
  	(I.R.S. Employer
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	of incorporation)
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	File Number)
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Identification No.)
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	c/o RAIT Partnership, L.P., Cira Centre, 2929 Arch St., 17th Floor, Philadelphia, Pennsylvania
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	19104
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  _________________________________<BR>
  	(Address of principal executive offices)
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  ___________<BR>
  	(Zip Code)
  </FONT>
  </TD>
  </TR>
  </TABLE>
  </CENTER>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  
  <TR VALIGN="BOTTOM">
  <TD WIDTH="51%">
  	&nbsp;
  </TD>
  <TD WIDTH="5%">
  	&nbsp;
  </TD>
  <TD WIDTH="44%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	Registrant&#146;s telephone number, including area code:
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="CENTER" VALIGN="TOP">
  <FONT SIZE="2">
  	(215) 861-7900
  </FONT>
  </TD>
  </TR>
  </TABLE>
  </CENTER>
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  	RAIT Investment Trust
  <BR>______________________________________________<BR>
  	Former name or former address, if changed since last report
  </FONT>
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  <!-- CoverPageRegistrant END --><P><FONT SIZE="2">
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any
  of the following provisions:</FONT>
  </P>
  <P><FONT SIZE="2">
  [&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
  </P></FONT><!-- PageBreak START -->
  <P>
  <HR NOSHADE>
  <DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
  <A HREF="#DOCUMENT_TOP">
  <U>
  <B>
  <FONT SIZE="2">Top of the Form</FONT>
  </B>
  </U>
  </A>
  </DIV>
  <!-- PageBreak END --><!-- Item START -->
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  <B>
  	Item 1.01 Entry into a Material Definitive Agreement.
  </B>
  </FONT>
  </P>
  <P ALIGN="LEFT">
  <FONT SIZE="2">
       On January 18, 2007, RAIT Financial Trust ("RAIT") and RAIT Partnership, L.P. ("RAIT Partnership") entered into an Underwriting Agreement (the "Underwriting Agreement") dated January 18, 2007 by and among RAIT, RAIT Partnership and Friedman, Billings, Ramsey & Co., Inc. ("FBR") and Bear, Stearns & Co. Inc. ("Bear Stearns"), as representatives of the underwriters, whereby RAIT agreed to sell and the underwriters agreed to purchase from RAIT, subject to and upon the terms and conditions set forth in the Underwriting Agreement, 10,000,000 common shares of beneficial interest of RAIT ("Common Shares"), plus an option to purchase up to an additional 1,500,000 Common Shares upon the same terms and conditions only for the purpose of covering over-allotments, in an offering registered under RAIT's effective shelf registration statement. The underwriters of the offering were FBR, Bear Stearns, UBS Securities LLC ("UBS"), RBC Capital Markets Corporation ("RBC"), KeyBanc Capital Markets, a division of McDonald Investments Inc. ("KeyBanc"), Stifel, Nicolaus & Company, Incorporated ("Stifel") and BMO Capital Markets Corp. ("BMO").  The Underwriting Agreement contains customary representations, warranties and agreements of RAIT and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions. <br><br>     On January 19, 2007, the underwriters exercised their over-allotment option in full. <br><br>     A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement. <br><br>Relationships with Underwriters <br><br>     RAIT has had prior business dealings with certain of the underwriters. FBR acted as the initial purchaser and placement agent for two private placements of RAIT's subsidiary Taberna Realty Finance Trust ("Taberna") prior to RAIT's acquisition of Taberna. In connection with those offerings FBR received approximately $29.8 million in fees. Since January 1, 2004, FBR also has issued $662.9 million of trust preferred securities ("TruPS") that were acquired by subsidiaries of Taberna or were acquired by entities issuing collateralized debt obligations ("CDOs") managed by affiliates of Cohen Brothers, LLC d/b/a Cohen & Company ("Cohen & Company"), an affiliate of Daniel Cohen, RAIT's Chief Executive Officer and trustee. Since January 1, 2004, FBR and/or its affiliates have received approximately $7.0 million of origination fees for introducing issuers of TruPS to Cohen & Company. Since January 1, 2004, KeyBanc has received $900,000 in fees for introducing issuers of TruPS to Taberna. Since January 1, 2004, Stifel has received $3.3 million in fees for introducing issuers of TruPS to Taberna and Alesco Financial Inc. ("Alesco"), an affiliate of Daniel Cohen. <br>FBR, BMO, RBC, Stifel, UBS or their respective affiliates have performed other investment banking services from time to time on behalf of RAIT, Taberna or companies affiliated with RAIT and Taberna. Since January 1, 2004, FBR, BMO, RBC, Stifel and UBS (or their respective affiliates) have received approximately $13.2 million, $432,300, $16.2 million, $2.6 million and $9.5 million of fees in exchange for these services, respectively. In addition, KeyBanc, UBS and their affiliates have provided commercial lending services to RAIT and received customary fees and expenses in exchange for such services. <br> <br>Bear Stearns acted as placement agent and structuring agent for two CDOs managed by an affiliate of Taberna and two CDOs managed by an affiliate of Cohen & Company in 2006. In connection with these transactions, Bear Stearns received approximately $29.0 million in fees. Since January 1, 2005 Bear Stearns has also provided warehouse facilities, repurchase agreements and hedging services to Taberna and Cohen & Company related to the CDOs managed by those entities for which Bear Stearns received customary fees. In addition, pursuant to agreements between Bear Stearns and Cohen & Company, Bear Stearns has received an aggregate of approximately $24.0 million in compensation since January 1, 2005 for introducing certain issuers of TruPS to Cohen & Company. From time to time in the ordinary course of business, Taberna has and expects to continue to acquire residential mortgage and other real estate-related loans from Bear Stearns and its affiliates. Bear Stearns also acted as joint book-running underwriter in the November 2006 equity offering by Alesco, and as placement agent in a loan by Taberna to a third party, and received customary fees in each case. Bear Stearns will receive a portion of the net proceeds of the offering described above in connection with Taberna&#x2019;s repayment of indebtedness under its outstanding repurchase agreements.  In addition, Daniel Cohen has a $10 million line of credit with an affiliate of Bear Stearns that is secured by a pledge of RAIT's Common Shares.  FBR and its affiliates own an aggregate of 531,174 Common Shares, or 1% of RAIT's outstanding Common Shares prior to the offering described above. UBS and its affiliates own an aggregate of 1,212,769 Common Shares, or 2.3% of RAIT's outstanding Common Shares prior to the offering described above. <br><br><br>
  </FONT>
  </P>
  <!-- Item END -->
  <BR><BR><BR><BR><!-- Item START -->
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  <B>
  	Item 9.01 Financial Statements and Exhibits.
  </B>
  </FONT>
  </P>
  <P ALIGN="LEFT">
  <FONT SIZE="2">
    (d)   Exhibits. <br><br>  1.1   Underwriting Agreement, dated January 18, 2007 by and among RAIT Financial Trust, RAIT Partnership, L.P. and Friedman, Billings, Ramsey & Co., Inc. ("FBR") and Bear, Stearns & Co. Inc. ("Bear Stearns"), as representatives of FBR, Bear Stearns, UBS Securities LLC, RBC Capital Markets Corporation, KeyBanc Capital Markets, a division of McDonald Investments Inc., Stifel, Nicolaus & Company, Incorporated and BMO Capital Markets Corp. <br>  <br>
  </FONT>
  </P>
  <!-- Item END -->
  <BR><BR><BR><BR><P ALIGN="LEFT" STYLE="FONT-SIZE: 10PT"></P><!-- PageBreak START -->
  <P>
  <HR NOSHADE>
  <DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
  <A HREF="#DOCUMENT_TOP">
  <U>
  <B>
  <FONT SIZE="2">Top of the Form</FONT>
  </B>
  </U>
  </A>
  </DIV>
  <!-- PageBreak END --><!-- SignatureHeader START -->
  <P ALIGN="CENTER">
  <FONT SIZE="2">
  <B>
  	SIGNATURES
  </B>
  </FONT>
  </P>
  <P ALIGN="LEFT">
  <FONT SIZE="2">
  	Pursuant to the requirements of the Securities Exchange Act of 1934, the
  	registrant has duly caused this report to be signed on its behalf by the
  	undersigned hereunto duly authorized.
  </FONT>
  </P>
  <!-- SignatureHeader END --><!-- Signature START -->
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="100%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="19%">
  	&nbsp;
  </TD>
  <TD WIDTH="34%">
  	&nbsp;
  </TD>
  <TD WIDTH="3%">
  	&nbsp;
  </TD>
  <TD WIDTH="1%">
  	&nbsp;
  </TD>
  <TD WIDTH="43%">
  	&nbsp;
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD COLSPAN="3" VALIGN="TOP" ALIGN="LEFT">
  <FONT SIZE="2">
  	RAIT Financial Trust
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	January 23, 2007
  </I>
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	By:
  </I>
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	/s/  Jack E. Salmon
  </I>
  <BR>
  </FONT>
  </TD>
  </TR>
  <TR>
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <HR SIZE="1" NOSHADE>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	Name: Jack E. Salmon
  </I>
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP">
  <FONT SIZE="2">
  <I>
  	Title: Chief Financial Officer and Treasurer
  </I>
  </FONT>
  </TD>
  </TR>
  </TABLE>
  </CENTER>
  <!-- Signature END --><!-- PageBreak START -->
  <P>
  <HR NOSHADE>
  <DIV ALIGN="LEFT" STYLE="PAGE-BREAK-BEFORE:ALWAYS">
  <A HREF="#DOCUMENT_TOP">
  <U>
  <B>
  <FONT SIZE="2">Top of the Form</FONT>
  </B>
  </U>
  </A>
  </DIV>
  <!-- PageBreak END --><P ALIGN="CENTER">
  <FONT SIZE="2">
  	Exhibit&nbsp;Index
  </FONT>
  <CENTER>
  <TABLE CELLSPACING="0" BORDER="0" CELLPADDING="0" WIDTH="60%">
  <TR VALIGN="BOTTOM">
  <TD WIDTH="8%">
  	&nbsp;
  </TD>
  <TD WIDTH="15%">
  	&nbsp;
  </TD>
  <TD WIDTH="77%">
  	&nbsp;
  </TD>
  </TR>
  
  <BR>
  <TR VALIGN="BOTTOM">
  <TD NOWRAP ALIGN="LEFT">
  <FONT SIZE="1">
  <B>
  	Exhibit No.
  </B>
  </FONT>
  </TD>
  <TD>
  <FONT SIZE="1">
  	&nbsp;
  </FONT>
  </TD>
  <TD NOWRAP ALIGN="LEFT">
  <FONT SIZE="1">
  <B>
  	Description
  </B>
  </FONT>
  </TD>
  </TR>
  <TR VALIGN="BOTTOM">
  <TD NOWRAP ALIGN="CENTER">
  <HR SIZE="1" NOSHADE>
  </TD>
  <TD>
  <FONT SIZE="1">
  	&nbsp;
  </FONT>
  </TD>
  <TD NOWRAP ALIGN="CENTER">
  <HR ALIGN="LEFT" SIZE="1" WIDTH="88%" NOSHADE>
  </TD>
  </TR>
  
  
  
  
  
  <TR VALIGN="BOTTOM">
  <TD VALIGN="TOP" WIDTH="8%" nowrap>
  <FONT SIZE="2">
  <DIV ALIGN="LEFT">
  	1.1
  </DIV>
  </FONT>
  </TD>
  <TD WIDTH="15%">
  <FONT SIZE="2">
  	&nbsp;
  </FONT>
  </TD>
  <TD ALIGN="LEFT" VALIGN="TOP" WIDTH="77%">
  <FONT SIZE="2">
  Underwriting Agreement, dated January 18, 2007 by and among RAIT Financial Trust, RAIT Partnership, L.P. and Friedman, Billings, Ramsey & Co., Inc. ("FBR") and Bear, Stearns & Co. Inc. ("Bear Stearns"), as representatives of FBR, Bear Stearns,UBS Securities LLC, RBC Capital Markets Corporation, KeyBanc Capital Markets, a division of McDonald Investments Inc., Stifel, Nicolaus & Company, Incorporated and BMO Capital Markets Corp.
  </FONT>
  </TD>
  </TR></TABLE></CENTER><!-- HTMLFooter START -->
  </BODY>
  </HTML>
  <!-- HTMLFooter END -->
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "htm_17706.htm", "description": "LIVE FILING", "secsgml_size_bytes": 15938}]
metadata_filer: {"company-data": {"conformed-name": "RAIT Financial Trust", "cik": "0001045425", "assigned-sic": "6798", "irs-number": "232919819", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14760", "film-number": "07547915"}, "business-address": {"street1": "1818 MARKET", "street2": "28TH FL", "city": "PHILADELPHIA", "state": "PA", "zip": "19103", "phone": "2158617900"}, "mail-address": {"street1": "1818 MARKET", "street2": "28TH FL", "city": "PHILADELPHIA", "state": "PA", "zip": "19103"}, "former-company": [{"former-conformed-name": "RAIT INVESTMENT TRUST", "date-changed": "20010227"}, {"former-conformed-name": "RESOURCE ASSET INVESTMENT TRUST", "date-changed": "19970904"}]}
text: RAIT Financial Trust (Form: 8-K)
  UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON, D.C. 20549
  FORM 8-K
  CURRENT REPORT
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  Date of Report (Date of Earliest Event Reported):
  January 18, 2007
  RAIT Financial Trust
  __________________________________________
  (Exact name of registrant as specified in its charter)
  Maryland
  1-14760
  23-2919819
  _____________________
  (State or other jurisdiction
  _____________
  (Commission
  ______________
  (I.R.S. Employer
  of incorporation)
  File Number)
  Identification No.)
  c/o RAIT Partnership, L.P., Cira Centre, 2929 Arch St., 17th Floor, Philadelphia, Pennsylvania
  19104
  _________________________________
  (Address of principal executive offices)
  ___________
  (Zip Code)
  Registrant's telephone number, including area code:
  (215) 861-7900
  RAIT Investment Trust
  ______________________________________________
  Former name or former address, if changed since last report
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrant under any
  of the following provisions:
  [  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  Top of the Form
  Item 1.01 Entry into a Material Definitive Agreement.
  On January 18, 2007, RAIT Financial Trust ("RAIT") and RAIT Partnership, L.P. ("RAIT Partnership") entered into an Underwriting Agreement (the "Underwriting Agreement") dated January 18, 2007 by and among RAIT, RAIT Partnership and Friedman, Billings, Ramsey & Co., Inc. ("FBR") and Bear, Stearns & Co. Inc. ("Bear Stearns"), as representatives of the underwriters, whereby RAIT agreed to sell and the underwriters agreed to purchase from RAIT, subject to and upon the terms and conditions set forth in the Underwriting Agreement, 10,000,000 common shares of beneficial interest of RAIT ("Common Shares"), plus an option to purchase up to an additional 1,500,000 Common Shares upon the same terms and conditions only for the purpose of covering over-allotments, in an offering registered under RAIT's effective shelf registration statement. The underwriters of the offering were FBR, Bear Stearns, UBS Securities LLC ("UBS"), RBC Capital Markets Corporation ("RBC"), KeyBanc Capital Markets, a division of McDonald Investments Inc. ("KeyBanc"), Stifel, Nicolaus & Company, Incorporated ("Stifel") and BMO Capital Markets Corp. ("BMO").  The Underwriting Agreement contains customary representations, warranties and agreements of RAIT and customary conditions to closing, indemnification rights and obligations of the parties and termination provisions.
  On January 19, 2007, the underwriters exercised their over-allotment option in full.
  A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement.
  Relationships with Underwriters
  RAIT has had prior business dealings with certain of the underwriters. FBR acted as the initial purchaser and placement agent for two private placements of RAIT's subsidiary Taberna Realty Finance Trust ("Taberna") prior to RAIT's acquisition of Taberna. In connection with those offerings FBR received approximately $29.8 million in fees. Since January 1, 2004, FBR also has issued $662.9 million of trust preferred securities ("TruPS") that were acquired by subsidiaries of Taberna or were acquired by entities issuing collateralized debt obligations ("CDOs") managed by affiliates of Cohen Brothers, LLC d/b/a Cohen & Company ("Cohen & Company"), an affiliate of Daniel Cohen, RAIT's Chief Executive Officer and trustee. Since January 1, 2004, FBR and/or its affiliates have received approximately $7.0 million of origination fees for introducing issuers of TruPS to Cohen & Company. Since January 1, 2004, KeyBanc has received $900,000 in fees for introducing issuers of TruPS to Taberna. Since January 1, 2004, Stifel has received $3.3 million in fees for introducing issuers of TruPS to Taberna and Alesco Financial Inc. ("Alesco"), an affiliate of Daniel Cohen.
  FBR, BMO, RBC, Stifel, UBS or their respective affiliates have performed other investment banking services from time to time on behalf of RAIT, Taberna or companies affiliated with RAIT and Taberna. Since January 1, 2004, FBR, BMO, RBC, Stifel and UBS (or their respective affiliates) have received approximately $13.2 million, $432,300, $16.2 million, $2.6 million and $9.5 million of fees in exchange for these services, respectively. In addition, KeyBanc, UBS and their affiliates have provided commercial lending services to RAIT and received customary fees and expenses in exchange for such services.
  Bear Stearns acted as placement agent and structuring agent for two CDOs managed by an affiliate of Taberna and two CDOs managed by an affiliate of Cohen & Company in 2006. In connection with these transactions, Bear Stearns received approximately $29.0 million in fees. Since January 1, 2005 Bear Stearns has also provided warehouse facilities, repurchase agreements and hedging services to Taberna and Cohen & Company related to the CDOs managed by those entities for which Bear Stearns received customary fees. In addition, pursuant to agreements between Bear Stearns and Cohen & Company, Bear Stearns has received an aggregate of approximately $24.0 million in compensation since January 1, 2005 for introducing certain issuers of TruPS to Cohen & Company. From time to time in the ordinary course of business, Taberna has and expects to continue to acquire residential mortgage and other real estate-related loans from Bear Stearns and its affiliates. Bear Stearns also acted as joint book-running underwriter in the November 2006 equity offering by Alesco, and as placement agent in a loan by Taberna to a third party, and received customary fees in each case. Bear Stearns will receive a portion of the net proceeds of the offering described above in connection with Taberna's repayment of indebtedness under its outstanding repurchase agreements.  In addition, Daniel Cohen has a $10 million line of credit with an affiliate of Bear Stearns that is secured by a pledge of RAIT's Common Shares.  FBR and its affiliates own an aggregate of 531,174 Common Shares, or 1% of RAIT's outstanding Common Shares prior to the offering described above. UBS and its affiliates own an aggregate of 1,212,769 Common Shares, or 2.3% of RAIT's outstanding Common Shares prior to the offering described above.
  Item 9.01 Financial Statements and Exhibits.
  (d)   Exhibits.
  1.1   Underwriting Agreement, dated January 18, 2007 by and among RAIT Financial Trust, RAIT Partnership, L.P. and Friedman, Billings, Ramsey & Co., Inc. ("FBR") and Bear, Stearns & Co. Inc. ("Bear Stearns"), as representatives of FBR, Bear Stearns, UBS Securities LLC, RBC Capital Markets Corporation, KeyBanc Capital Markets, a division of McDonald Investments Inc., Stifel, Nicolaus & Company, Incorporated and BMO Capital Markets Corp.
  Top of the Form
  SIGNATURES
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
  	registrant has duly caused this report to be signed on its behalf by the
  	undersigned hereunto duly authorized.
  RAIT Financial Trust
  January 23, 2007
  By:
  /s/  Jack E. Salmon
  Name: Jack E. Salmon
  Title: Chief Financial Officer and Treasurer
  Top of the Form
  Exhibit Index
  Exhibit No.
  Description
  1.1
  Underwriting Agreement, dated January 18, 2007 by and among RAIT Financial Trust, RAIT Partnership, L.P. and Friedman, Billings, Ramsey & Co., Inc. ("FBR") and Bear, Stearns & Co. Inc. ("Bear Stearns"), as representatives of FBR, Bear Stearns,UBS Securities LLC, RBC Capital Markets Corporation, KeyBanc Capital Markets, a division of McDonald Investments Inc., Stifel, Nicolaus & Company, Incorporated and BMO Capital Markets Corp.