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. on September 12, 2012, covering events occurring on September 7, 2012. The filing discloses the entry into a material definitive agreement regarding an underwritten public offering of common stock.
Key Financial Metrics and Transaction Details
- Transaction Type: Underwritten public offering of common stock.
- Shares Issued: Up to 9,775,000 shares (including up to 1,275,000 shares for the over-allotment option).
- Offering Price: $5.90 per share.
- Net Proceeds: Approximately $48.2 million after underwriting discounts and estimated expenses.
- Underwriter: Deutsche Bank Securities Inc. (representative).
- Financial Statements: This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a transactional report.
Material Changes
The primary material change is the execution of the Underwriting Agreement on September 7, 2012, authorizing the sale of the aforementioned shares. The shares were registered under a shelf registration statement (Form S-3) declared effective on June 21, 2011.
Guidance, Outlook, and Risks
The filing does not provide management guidance, outlook, or specific risk factors beyond standard representations and warranties contained in the Underwriting Agreement. The agreement is filed as Exhibit 1.1 and incorporated by reference. No unusual items or contingencies are detailed in the text of this report.
Investor Verification Checklist
- Verify the final number of shares sold and total net proceeds in the subsequent prospectus supplement or closing announcement.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific covenants, indemnification clauses, and lock-up provisions.
- Confirm the use of proceeds as detailed in the Prospectus Supplement dated September 7, 2012.
- Check for any subsequent filings regarding the exercise of the 1,275,000 share over-allotment option.