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): May 19, 2010
Resource
Capital Corp.
(Exact
name of registrant as specified in its chapter)
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Maryland
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1-32733
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20-2287134
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(State
or other jurisdiction
or
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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712
Fifth Avenue, 10th
Floor
New
York, NY
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10019
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(Address
of principal executive offices)
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(Zip
Code)
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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:
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.01
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Entry
Into a Material Definitive
Agreement
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On May
19, 2010, Resource Capital Corp. (the “Company”) entered into an underwriting
agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc. and
J.P. Morgan Securities Inc., as representatives of the underwriters named
therein (the “Underwriters”), to issue and sell up to 8,625,000 shares of the
Company’s common stock, par value $0.001 per share (the “Shares”), including up
to 1,125,000 Shares to cover the Underwriters’ over-allotment option, at a
public offering price of $5.25 per share in an underwritten public offering (the
“Offering”). On May 24, 2010, the Company was notified that the Underwriters
elected to exercise their over-allotment option in full. The net proceeds of the
Offering, after underwriting discounts and expenses, will be approximately $42.6
million.
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 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 May 19, 2010 (“Prospectus Supplement”), and the
accompanying prospectus dated June 6, 2008, constituting a part of the
Registration Statement.
On May
20, 2010, 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
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Financial
Statements and Exhibits
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(d) The
following exhibits are included with this
report:
Exhibit
No.
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1.1
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Underwriting
Agreement, dated May 19, 2010, among Resource Capital Corp., Resource
Capital Manager, Inc. and Deutsche Bank Securities Inc. and J.P. Morgan
Securities Inc., as representatives of the
underwriters.
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5.1
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Opinion
of DLA Piper LLP (US).
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8.1
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Opinion
of Ledgewood as to certain US federal income tax
matters.
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23.1
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Consent
of DLA Piper LLP (US) (included in Exhibit 5.1).
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23.2
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Consent
of Ledgewood (included in
Exhibit 8.1).
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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 hereunto
duly authorized.
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Resource
Capital Corp.
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Date:
May 25, 2010
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Name:
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David
J. Bryant
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Title:
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Senior
Vice President, Chief Financial Officer, Chief Accounting Officer &
Treasurer
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