UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2009
Resource Capital Corp.
(Exact name of registrant as specified in its chapter)
| Maryland | 1-32733 | 20-2287134 | ||
(State or other jurisdiction or incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
712 Fifth Avenue, 10th Floor New York, NY | 10019 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 212-974-1708
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry Into a Material Definitive Agreement |
On December 7, 2009, Resource Capital Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with FBR Capital Markets & Co., as representative of the underwriters named therein, to issue and sell 10,000,000 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), at a public offering price of $4.50 per share in an underwritten public offering (the “Offering”). The net proceeds of the Offering, after underwriting discounts and expenses, will be approximately $42.2 million. As part of the Offering, the Company granted the underwriters a 30-day option to purchase up to an additional 1,500,000 shares of Common Stock to cover over-allotments, if any.
The Underwriting Agreement contains customary representations, warranties and covenants among the parties as of the date of entering into such Underwriting Agreement; these representations, warranties and covenants are not factual information to investors about the Company. The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The shares of Common Stock were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-146626) declared effective by the Securities and Exchange Commission on June 6, 2008 (the “Registration Statement”). The Offering is being made under the prospectus supplement, dated December 7, 2009 (“Prospectus Supplement”), and the accompanying prospectus, dated June 6, 2008, constituting a part of the Registration Statement.
| Item 8.01 | Other Events |
On December 8, 2009, the Company filed with the Securities and Exchange Commission the Prospectus Supplement to the base prospectus contained in the Company’s Registration Statement. Exhibits 1.1, 5.1, 8.1 and 23.1 attached to this Current Report on Form 8-K are incorporated by reference in their entirety into the Prospectus Supplement and Registration Statement.
| Item 9.01 | Financial Statements and Exhibits |
(d) The following exhibits are included with this report:
Exhibit No. | Exhibit Description | |
1.1 | Underwriting Agreement, dated December 7, 2009, among Resource Capital Corp., Resource Capital Manager, Inc. and FBR Capital Markets & Co., as representative of the underwriters. | |
5.1 | Opinion of DLA Piper LLP (US). | |
8.1 | Opinion of Ledgewood as to certain US federal income tax matters. | |
23.1 | Consent of DLA Piper LLP (US) (included in Exhibit 5.1). | |
23.2 | Consent of Ledgewood (included in Exhibit 8.1). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 11, 2009 | /s/ David J. Bryant | |||
| Name: | David J. Bryant | |||
| Title: | Senior Vice President and Chief Financial Officer |