Business Context and Reporting Period
This Form 8-K is filed by Resource Capital Corp. (not ACRES Commercial Realty Corp. as indicated in the metadata) on March 18, 2013, reporting events occurring on March 15, 2013. The filing details the entry into a new material definitive agreement regarding an equity offering program.
Key Financial Metrics and Agreements
- Instrument: 8.25% Series B Cumulative Redeemable Preferred Stock.
- Offering Size: Up to 1,500,000 shares.
- Sales Agent: MLV & Co. LLC.
- Compensation: Up to 2.00% of the gross sales price of shares sold through the agent.
- Method: "At-the-market" offerings under Rule 415, including sales on the New York Stock Exchange and privately negotiated transactions.
- Financial Statements: This filing does not contain revenue, profit, cash flow, or debt metrics. It references a previously filed Exhibit 12.1 regarding the computation of ratios of earnings to combined fixed charges and preferred stock dividends.
Material Changes
- New Agreement: Entered into an At-the-Market Issuance Sales Agreement on March 15, 2013.
- Termination: The previous At-the-Market Issuance Sales Agreement dated November 19, 2012, was terminated and is no longer in effect.
Outlook, Risks, and Management Commentary
- Flexibility: The Company has no obligation to sell any shares under the new agreement and may suspend solicitation and offers at any time.
- Principal Sales: The Company retains the option to sell shares to MLV as a principal for its own account at an agreed-upon price.
- Legal Opinions: Opinions regarding the validity of the Preferred Stock and tax matters were rendered by Foley & Lardner LLP and Ledgewood, P.C., respectively.
- Conflicts of Interest: MLV and its affiliates have provided and may continue to provide investment banking and advisory services to the Company for customary fees.
Investor Verification Checklist
- Verify the current market price of the 8.25% Series B Cumulative Redeemable Preferred Stock to assess potential dilution.
- Review the attached Exhibit 1.1 (Sales Agreement) for specific terms regarding suspension rights and pricing mechanisms.
- Check the Company's Form S-3 (File No. 333-174739) and the March 18, 2013 prospectus supplement for detailed offering terms.
- Confirm the Company's current liquidity position and need for capital, as this filing indicates a potential source of equity financing.