Fortress Investment Group LLC entered into an equity and asset purchase agreement to acquire substantially all of the assets of RAIT Financial Trust (OTCPK:RASF.Q), RAIT General, Inc., RAIT Limited, Inc. and Taberna Realty Finance Trust (sellers) for approximately $170 million on August 30, 2019. The purchase price is subject to adjustment and includes the assumption of certain liabilities. The base purchase price is $129.25 million excluding the assumption of liabilities. Fortress Investment Group LLC agreed to deposit with the escrow agent approximately $8.72 million as an earnest money deposit to be released at closing if Fortress Investment is the winning bidder or back-up bidder in the auction contemplated by the purchase agreement or if there is no such auction. As of October 4, 2019, the parties entered into amendment No. 1 to the purchase agreement which, among other things provided for an additional deposit by Fortress Investment Group LLC in the amount of $8.72 million if Fortress Investment Group LLC is the winning bidder or back-up bidder in the auction contemplated by the purchase agreement or if there is no such auction. In addition, tax indemnity amount of $4 million will be deposited in escrow at closing. The amount of actual cash and cash equivalents (excluding restricted cash) on hand of target assets as of the close of business on August 26, 2019 was $45.17 million. The sellers are required to pay a breakup fee of $5.23 million in the event of termination. The transaction is subject to Bankruptcy Court, receipt of regulatory approvals and all other Governmental Authority, regulatory and other material third-party approvals, notifications, filings, waivers, authorizations and consents, including, without limitation, any necessary approvals, notifications, filings, waivers, authorizations and consents under the HSR Act, necessary or required for the consummation of the transaction having been obtained. As of December 6, 2019, the transaction was approved by bankruptcy court. Michael Pompeo and F. Douglas Raymond of Drinker Biddle & Reath LLP and Ledgewood, P.C. acted as legal advisors to the sellers. M-III Partners, L.P. and UBS Securities, LLC acted financial advisors to sellers. Jeffrey Lowenthal and Daniel Ginsberg of Stroock & Stroock & Lavan LLP and Young Conaway Stargatt & Taylor, LLP acted as legal advisors to Fortress and its affiliates. Fortress Investment Group LLC completed the acquisition of substantially all of the assets of RAIT Financial Trust (OTCPK:RASF.Q), RAIT General, Inc., RAIT Limited, Inc. and Taberna Realty Finance Trust for approximately $170 million on December 23, 2019. The amount of actual cash and cash equivalents that are being retained by RAIT was $40.2 million.