SEC Filing Summary: Resource Capital Corp. (8-K)
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Resource Capital Corp. (not ACRES Commercial Realty Corp.) on August 31, 2015. The report details the completion of a previously announced 1-for-4 reverse stock split of the Company's common stock, which became effective at 5:00 PM Eastern time on August 31, 2015.
Key Financial Metrics and Capital Structure Changes
The filing does not provide revenue, profit, cash flow, or margin data. The primary financial impact relates to the capital structure and share count:
- Common Stock Outstanding: Reduced from approximately 132,000,000 shares to approximately 33,000,000 shares.
- Authorized Common Stock: Reduced from 500,000,000 shares to 125,000,000 shares.
- Par Value: Remained at $0.001 per share.
- Fractional Shares: Cash in lieu of fractional shares was paid at a rate of $12.96 per post-split share, except for shares held in the Dividend Reinvestment and Stock Purchase Plan (DRIP).
- Trading Symbol: Continued as "RSO" on the NYSE with a new CUSIP number (76120W 708).
Material Changes to Securities
The reverse stock split triggered automatic adjustments to the conversion rates and caps of the Company's preferred stock and convertible senior notes:
- Preferred Stock Caps:
- Series A: Share cap adjusted from 9.311 to 2.32775; Exchange cap from 93,110,000 to 23,277,500.
- Series B: Share cap adjusted from 7.9618 to 1.99045; Exchange cap from 79,618,000 to 19,904,500.
- Series C: Share cap adjusted from 8.69565 to 2.17391; Exchange cap from 86,956,500 to 21,739,125.
- Convertible Senior Notes Conversion Rates:
- 6.00% Notes due 2018: Adjusted from 150.1502 to 37.53755 shares per $1,000 principal.
- 8.00% Notes due 2020: Adjusted from 187.4414 to 46.86035 shares per $1,000 principal.
Guidance, Outlook, and Other Events
The filing incorporates the reverse stock split details into active registration statements (Form S-3 and S-8) to proportionately reduce the number of undistributed shares covered by those statements. No forward-looking guidance, management commentary on financial performance, or specific risk factors beyond the structural changes were provided in this report.
Key Facts for Investor Verification
- Verify the post-split share count of approximately 33,000,000 shares in brokerage accounts.
- Confirm the receipt of cash payments for fractional shares at the $12.96 per post-split share rate, if applicable.
- Review the adjusted conversion rates for the 6.00% and 8.00% Convertible Senior Notes.
- Check the updated exchange caps for Series A, B, and C Preferred Stock.
- Confirm the new CUSIP number (76120W 708) for the common stock.