Business Context and Reporting Period
This Form 8-K filing by Resource Capital Corp. (not ACRES Commercial Realty Corp.) reports a material definitive agreement entered into on April 10, 2013. The company is a Maryland corporation with principal executive offices in New York, NY.
Key Financial Metrics
The filing details an underwritten public offering of common stock rather than operational financial results.
- Shares Offered: Up to 16,250,000 shares of common stock (par value $0.001), including an option for up to 2,437,500 additional shares.
- Offering Price: $6.33 per share.
- Net Proceeds: Approximately $99.5 million (assuming no exercise of the underwriters' option and after discounts/expenses).
- Underwriters: Deutsche Bank Securities Inc. and J.P. Morgan Securities LLC (joint book-running managers).
The filing text does not provide clear values for revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes
The primary material change is the entry into an underwriting agreement to raise capital through a public offering. This represents a significant increase in equity capital pending the closing of the transaction.
Guidance, Outlook, and Risks
The filing does not contain specific management guidance, outlook, or risk factors beyond the standard representations and warranties in the Underwriting Agreement. The offering is subject to the terms of the Underwriting Agreement and the effectiveness of the Registration Statement (Form S-3 No. 333-187390).
Investor Verification Checklist
- Verify the final closing date and actual number of shares sold, including whether the underwriters' option was exercised.
- Confirm the final net proceeds received after all underwriting discounts and expenses.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific covenants and conditions.
- Check subsequent filings for the use of proceeds and impact on the company's capital structure.