RESOURCE CAPITAL CORP.
712 Fifth Avenue, 12th Floor
New York, NY 10019
June 9, 2017
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, NE
Washington, D.C. 20549
Attn: Tom Kluck, Legal Branch Chief
Re: Resource Capital Corp. (the “Company”)
Registration Statement on Form S-3
Filed May 5, 2017
File No. 333-217733
Dear Mr. Kluck:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests acceleration of the effective date of the above-captioned Registration Statement on Form S-3 to Tuesday, June 13, 2017, at 4:00 p.m., or as soon as practicable thereafter.
Since the Registration Statement is filed as a shelf registration statement under Rule 415 of the Securities Act of 1933, there are no underwriters in connection with the registration and, therefore, no request for acceleration or consent by an underwriter has been filed herewith.
If you have any questions or comments regarding the foregoing, or have additional questions or comments, please notify our counsel, Mark Rosenstein, at 215-731-9450.
| Very truly yours, | ||
| RESOURCE CAPITAL CORP. | ||
| By: | /s/ David J. Bryant | |
| David J. Bryant | ||
| Chief Financial Officer | ||
