Business Context and Reporting Period
This Form 8-K was filed by Resource Capital Corp. on May 20, 2016. The filing reports a material definitive agreement and changes to the board of directors in connection with a proposed merger. Note: While the request metadata mentions "ACRES Commercial Realty Corp.", the filing text explicitly identifies the registrant as "Resource Capital Corp."
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and transactional events.
Material Changes
- Merger Agreement: On May 22, 2016, Resource America, Inc. (parent of the Company's Manager) entered into an Agreement and Plan of Merger with C-III Capital Partners LLC. Resource America will merge with a C-III subsidiary, becoming a wholly-owned subsidiary of C-III.
- Management Agreement Waiver: The Company's board entered into a Letter Agreement waiving its right to terminate the Management Agreement due to a "Change of Control" resulting from the Merger.
- Board Resignations: Jonathan Z. Cohen and Edward E. Cohen notified the board of their intention to resign, effective upon the closing of the Merger.
- Board Appointments: Jeffrey P. Cohen and Andrew L. Farkas were appointed to replace the resigning directors, effective upon the closing of the Merger.
Guidance, Outlook, and Risks
- Transaction Timeline: The Merger is expected to close late in the third quarter or early in the fourth quarter of 2016.
- Conditions Precedent: Closing is subject to stockholder approval of Resource America, regulatory approvals, and other conditions set forth in the Merger Agreement.
- Management Commentary: The resignations of the Cohens are not due to any disagreement with the Company or its advisor.
Investor Verification Checklist
- Verify the exact closing date of the Merger once announced.
- Confirm the outcome of the Resource America stockholder vote and regulatory approvals.
- Review the full text of the Merger Agreement for specific terms regarding the Company's future management structure.
- Monitor subsequent filings for the official resignation of the current directors and the formal appointment of the new directors.