SEC Filing Summary: Resource Capital Corp. (Form 8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Resource Capital Corp. (the "Company") on December 14, 2006. The filing discloses the entry into a material definitive agreement regarding a public equity offering. Note: While the request metadata references "ACRES Commercial Realty Corp.", the filing text explicitly identifies the registrant as "Resource Capital Corp."
Key Financial Metrics and Transaction Details
- Offering Size: 6,000,000 shares of common stock.
- Offering Price: $16.50 per share.
- Net Proceeds: $15.5925 per share (net of underwriting discount).
- Over-Allotment Option: Underwriters hold an option to purchase an additional 900,000 shares on the same terms.
- Underwriters: Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Friedman, Billings, Ramsey & Co., Inc., and J.P. Morgan Securities Inc.
Material Changes
The filing reports the execution of an underwriting agreement for a firm commitment offering. This represents a significant capital raise event. The filing text does not provide comparative financial data (revenue, profit, cash flow, or debt levels) for the current or prior periods, as this is a transactional report rather than a periodic financial statement.
Guidance, Risks, and Contingencies
The Company and its Manager (Resource Capital Manager, Inc.) have agreed to indemnify the Underwriters against certain liabilities, including those under the Securities Act of 1933, or to contribute to payments required by the Underwriters. The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard indemnification provisions associated with the underwriting agreement.
Investor Verification Checklist
- Verify the total gross and net proceeds from the 6,000,000 share offering and any exercise of the 900,000 share over-allotment option.
- Confirm the intended use of proceeds from this equity offering.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific indemnification caps or conditions.
- Check subsequent filings to determine if the over-allotment option was exercised.