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. (the "Company") on June 13, 2012, covering events occurring on June 7, 2012. The filing details the pricing of an underwritten public offering of preferred stock and the concurrent amendment of the Company's Management Agreement. Note: While the request metadata mentions "ACRES Commercial Realty Corp.", the filing text explicitly identifies the registrant as "Resource Capital Corp."
Key Financial Metrics and Capital Structure
- Preferred Stock Offering: The Company priced 265,000 shares of 8.50% Series A Cumulative Redeemable Preferred Stock.
- Pricing Details: Shares were priced at $23.50 per share with a liquidation preference of $25.00 per share.
- Closing Date: The offering is scheduled to close on June 14, 2012.
- Underwriting Basis: The shares are being sold on a "best efforts" basis by MLV & Co. LLC.
- Financial Statements: This filing does not contain revenue, profit, cash flow, or debt metrics. It references a Statement Regarding Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends as an exhibit but does not disclose the specific values in the text.
Material Changes and Agreements
- Management Agreement Amendment: Upon closing of the offering, the Company will amend and restate its Management Agreement with Resource Capital Manager, Inc. and Resource America, Inc. The new agreement revises the definitions of "Equity" to include capital stock issuance and adjusts "Operating Earnings" to account for real estate depreciation and amortization.
- Corporate Governance: The Company filed Articles Supplementary with the State of Maryland to classify 265,000 authorized shares as Series A Preferred Stock.
Outlook, Risks, and Contingencies
The filing does not provide forward-looking guidance, management commentary on future performance, or specific risk factors beyond the standard disclosures associated with the offering. The transaction is contingent upon the closing of the offering on June 14, 2012. Legal opinions regarding the validity of the shares and tax matters were rendered by Foley & Lardner LLP and Ledgewood, P.C., respectively.
Investor Verification Checklist
- Verify the final closing of the 265,000 shares of Series A Preferred Stock on June 14, 2012.
- Review the full text of the Second Amended and Restated Management Agreement (Exhibit 10.1) to understand the specific impact of the revised "Operating Earnings" definition on future fee calculations.
- Confirm the total capital raised from the offering based on the final number of shares sold under the "best efforts" underwriting agreement.
- Check subsequent filings for the actual computation of the ratio of earnings to combined fixed charges and preferred stock dividends referenced in Exhibit 12.1.