SEC Filing Summary: Resource Capital Corp. (Form 8-K)
Business Context and Reporting Period
Company: Resource Capital Corp. (Note: Input metadata referenced ACRES Commercial Realty Corp., but the filing text identifies Resource Capital Corp.)
Date of Report: July 19, 2013
Event: Creation of a direct financial obligation via a Master Repurchase Agreement to finance core commercial real estate lending operations.
Key Financial Metrics and Obligations
- Facility Amount: $200,000,000 Master Repurchase Agreement.
- Counterparty: Deutsche Bank AG, Cayman Islands Branch.
- Subsidiary: RCC Real Estate SPE 5, LLC (indirect wholly-owned subsidiary).
- Costs: Structuring fee of 0.25% of the maximum facility amount plus closing costs.
- Guaranty: The Company fully guaranteed all payments and performance under the facility.
- Revenue/Profit/Cash Flow: The filing text does not provide specific revenue, profit, cash flow, or margin figures for this period.
Material Changes and Terms
The Company established a new $200 million financing facility. Key terms include:
- Maturity: July 19, 2014.
- Extensions: Subject to two one-year extensions at the option of the subsidiary.
- Early Repurchase: The subsidiary retains the right to repurchase assets held in the facility earlier.
- Credit Events: Provisions allow the lender to require partial or full repayment if credit events occur regarding financed assets, potentially regardless of asset payment availability.
Outlook, Risks, and Contingencies
Events of Default: The agreement includes customary events of default, including payment defaults, bankruptcy, change of control, covenant breaches, and specific judgment thresholds (>$100,000 against the subsidiary or >$5,000,000 aggregate against the Company).
Remedies: Upon default, the lender may accelerate the principal amount and liquidate assets subject to the facility.
Management Commentary: The filing does not contain forward-looking guidance or management commentary beyond the description of the facility's purpose.
Investor Verification Checklist
- Verify the full text of the Master Repurchase Agreement (Exhibit 99.1) for specific asset eligibility and pricing terms.
- Review the Guaranty Agreement (Exhibit 99.2) to confirm the scope of the Company's liability.
- Monitor the Company's ability to meet the 0.25% structuring fee and ongoing interest obligations.
- Assess the impact of the $200 million obligation on the Company's overall leverage and liquidity ratios.
- Confirm the status of the two potential one-year extension options and any conditions attached to them.