2 www.raitft.com www.raitft.com Forward Looking Disclosure and Use of Non- GAAP Financial Measures This document and the related presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving RAIT Financial Trust (“RAIT”) and Taberna Realty Finance Trust (“Taberna”), statements about RAIT’s plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements that are not historical facts. These forward-looking statements are based upon the current beliefs and expectations of RAIT's management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally not within RAIT’s control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: the risk factors discussed and identified in public filings by RAIT with the Securities and Exchange Commission; the businesses of RAIT and Taberna may not be integrated successfully, or this integration may take longer, be more difficult, time-consuming or costly to accomplish than expected; the expected growth opportunities from the merger may not be fully realized or may take longer to realize than expected; operating costs, customer losses and business disruption following the merger may be greater than expected; adverse governmental or regulatory policies may be enacted; management and other key personnel may be lost; competition in any of our lines of business may increase; RAIT may be unable to obtain adequate capital and other funding for operations at attractive rates or otherwise; fluctuations in interest rates and related hedging activities against such interest rates may affect RAIT’s revenues and the value of RAIT’s assets; covenants in RAIT’s financing arrangements may restrict RAIT’s business operations; RAIT and Taberna may fail to maintain qualification as real estate investment trusts (“REITs”) or penalty taxes may be imposed on RAIT and Taberna under the REIT provisions of the Internal Revenue Code; RAIT may be unable to acquire eligible securities for collateralized debt obligations (“CDO”) and other securitization transactions on favorable economic terms; adverse market trends may affect the value of real estate and other securities that are used as collateral in CDO and other securitizations; borrowing costs may increase relative to the interest received on RAIT’s investments; RAIT may fail to maintain exemptions under the Investment Company Act of 1940, which would subject it to significant restrictions on its operations, governance and ability to use financing; RAIT’s geographic, sector and property-type concentrations in investment portfolios of mortgage loans and real estate-related securities could be adversely affected by economic factors unique to such concentrations; the market value of real estate that secures mortgage loans could diminish due to factors outside of RAIT’s control such as natural disasters, changes in neighborhood values, competitive overbuilding, weather, casualty losses, occupancy rates and other similar factors; changes in the market for trust preferred securities, which are a material source of the collateral underlying some of our CDOs, may adversely affect RAIT’s operations; and general business and economic conditions could adversely affect credit quality and loan originations. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this presentation. All subsequent written and oral forward-looking statements attributable to RAIT or any person acting on it’s behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this presentation or the related prospectus and the prospectus supplement. Except to the extent required by applicable law or regulation, RAIT undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events. This document contains, and the related presentation may contain, non-U.S. generally accepted accounting principles (“GAAP”) financial measures. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure is included in this document which is available on RAIT’s website at www.rait.ft.com. |