Business Context and Reporting Period
This Form 8-K was filed by Resource Capital Corp. on December 11, 2009, reporting events occurring on December 7 and December 8, 2009. The filing discloses the entry into a material definitive agreement for an underwritten public offering of common stock.
Key Financial Metrics
The filing details a capital raise transaction rather than operational financial results. Key metrics include:
- Shares Issued: 10,000,000 shares of Common Stock.
- Offering Price: $4.50 per share.
- Net Proceeds: Approximately $42.2 million (after underwriting discounts and expenses).
- Over-Allotment Option: Underwriters granted a 30-day option to purchase up to an additional 1,500,000 shares.
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity positions.
Material Changes
The primary material change is the execution of an underwriting agreement with FBR Capital Markets & Co. to raise capital. This represents a significant increase in equity capital for the Company compared to the prior period, though specific comparative balance sheet data is not included in this report.
Guidance, Outlook, and Risks
The filing does not contain management guidance, outlook, or specific risk factors beyond standard disclosures. It notes that the Underwriting Agreement contains customary representations, warranties, and covenants, which are not factual information about the Company. The offering is made pursuant to a shelf registration statement (Form S-3) declared effective on June 6, 2008.
Investor Verification Checklist
- Verify the final closing date and actual net proceeds received from the offering.
- Confirm whether the underwriters exercised the 30-day over-allotment option for the additional 1,500,000 shares.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific covenants and conditions.
- Check subsequent filings for the impact of this capital raise on the Company's balance sheet and liquidity.