Business Context and Reporting Period
This Form 8-K Current Report was filed by Resource Capital Corp. on December 17, 2013. The filing discloses the entry into material definitive agreements to establish "at-the-market" equity offering programs for two series of cumulative redeemable preferred stock. Note: The request metadata references "ACRES Commercial Realty Corp.," but the filing text explicitly identifies the registrant as Resource Capital Corp.
Key Financial Metrics and Agreements
- Series A Preferred Stock: Agreement to sell up to 600,000 shares of 8.50% Series A Cumulative Redeemable Preferred Stock.
- Series B Preferred Stock: Agreement to sell up to 1,400,000 shares of 8.25% Series B Cumulative Redeemable Preferred Stock.
- Sales Agent: MLV & Co. LLC will act as the sales agent for both programs.
- Compensation: MLV is entitled to compensation of up to 2.00% of the gross sales price of shares sold.
- Par Value: $0.001 per share for both series.
- Financial Statements: This filing does not contain revenue, profit, cash flow, or debt metrics. It references a previously filed Exhibit 12.1 regarding earnings ratios from the September 30, 2013, 10-Q.
Material Changes
The primary material change is the authorization of new capital raising mechanisms. The Company has no obligation to sell any shares under these agreements and may suspend solicitation at any time. The preferred stock will be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-187390).
Outlook, Risks, and Management Commentary
- Offering Method: Sales may occur directly on the New York Stock Exchange or in privately negotiated transactions deemed "at the market" offerings under Rule 415.
- Principal Transactions: The Company may also sell shares to MLV as principal for its own account at an agreed-upon price.
- Legal Opinions: Opinions regarding the validity of the stock and tax matters were rendered by Foley & Lardner LLP and Ledgewood, P.C., respectively.
- Relationships: MLV and its affiliates have provided and may continue to provide investment banking and advisory services to the Company for customary fees.
Investor Verification Checklist
- Verify the exact number of shares sold and the total proceeds generated under these agreements in subsequent filings.
- Review the prospectus supplements dated December 17, 2013, for specific terms regarding redemption and dividend payments.
- Confirm the impact of the 2.00% sales agent fee on net capital raised.
- Check for any suspension of the offering programs in future 8-K filings.
- Review the referenced Form 10-Q (ended September 30, 2013) for the most recent financial position and earnings ratios.