Business Context and Reporting Period
This Form 8-K was filed by Resource Capital Corp. on November 19, 2014. The filing reports the entry into a material definitive agreement to establish an "at-the-market" equity offering program. Note: The request metadata referenced "ACRES Commercial Realty Corp.," but the filing text explicitly identifies the registrant as Resource Capital Corp.
Key Financial Metrics and Agreement Details
- Offering Size: Up to $75,000,000 in aggregate.
- Securities Involved:
- 8.50% Series A Cumulative Redeemable Preferred Stock
- 8.25% Series B Cumulative Redeemable Preferred Stock
- 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock
- Sales Agent: MLV & Co. LLC.
- Compensation: Up to 3.00% of the gross sales price of Preferred Stock sold through the agent.
- Financial Performance: The filing text does not provide revenue, profit, cash flow, margin, debt, or liquidity figures.
Material Changes
The primary material change is the authorization of a new sales mechanism for Preferred Stock. The Company may sell shares directly on the New York Stock Exchange or in privately negotiated transactions. The Company retains the right to suspend the program at any time and has no obligation to sell any shares.
Outlook, Risks, and Management Commentary
- Flexibility: The agreement allows the Company to manage the timing and volume of sales based on market conditions.
- Principal Transactions: The Company may also sell shares to MLV as a principal for its own account at an agreed-upon price.
- Legal and Tax Opinions: Opinions regarding the validity of the stock and tax matters were rendered by Foley & Lardner LLP and Ledgewood, P.C., respectively.
- Risks: The filing does not explicitly list new risks, though reliance on an "at-the-market" program implies exposure to market volatility and potential dilution.
Investor Verification Checklist
- Verify the current trading prices of Series A, B, and C Preferred Stock to assess potential dilution impact.
- Review the attached Exhibit 1.1 (Sales Agreement) for specific termination clauses and conditions.
- Confirm the Company's current liquidity position to understand the necessity of this capital raise.
- Check subsequent filings to determine if any shares have actually been sold under this agreement.