Business Context and Reporting Period
This Form 8-K was filed by Resource Capital Corp. on September 25, 2012. The filing reports the pricing of an underwritten public offering of 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 Transaction Details
- Security Issued: 8.25% Series B Cumulative Redeemable Preferred Stock.
- Shares Offered: Up to 1,150,000 shares.
- Offering Price: $25.00 per share.
- Total Proceeds (Gross): Up to $28,750,000 (1,150,000 shares x $25.00).
- Closing Date: Scheduled for October 2, 2012.
- Underwriters: Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, J. P. Morgan Securities LLC, and MLV & Co. LLC.
The filing text does not provide specific values for revenue, net profit, operating cash flow, margins, total debt, or liquidity ratios for the reporting period.
Material Changes
The primary material change is the entry into a definitive underwriting agreement to raise capital through the issuance of new preferred equity. Additionally, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation to classify the Series B Preferred Stock.
Guidance, Outlook, and Risks
The filing does not contain forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard disclosure of the offering terms. The transaction is subject to the closing conditions outlined in the underwriting agreement filed as Exhibit 1.1.
Investor Verification Checklist
- Verify the final closing date and actual number of shares sold (up to 1,150,000).
- Review the Underwriting Agreement (Exhibit 1.1) for underwriting discounts, commissions, and specific closing conditions.
- Confirm the terms of the 8.25% Series B Preferred Stock, including redemption rights and dividend payment schedules, via the Articles Supplementary (Exhibit 3.1).
- Check subsequent filings for the actual net proceeds received after deducting underwriting fees.