RSO Resource Capital Corp. Resource Capital Corp. (delisted)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 10, 2014

 

 

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, 12th 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))

 

 

 

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Item 8.01 Other Events.

On June 10, 2014, Resource Capital Corp. (the “Company”) completed its registered underwritten public offering (the “Offering”) of the Company’s newly classified and designated 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”). The shares of Series C Preferred Stock issued and sold in the Offering were registered under the Securities Act of 1933, as amended, pursuant to a shelf registration statement on Form S-3 (Registration No. 333-195844), filed by the Company with the Securities and Exchange Commission on May 9, 2014 (the “Registration Statement”). The Offering was made under the prospectus supplement dated June 3, 2014 (“Prospectus Supplement”), and the accompanying prospectus dated May 9, 2014, constituting a part of the Registration Statement.

Attached as Exhibit 5.1 to this Current Report is a copy of the opinion of Foley & Lardner LLP relating to the validity of the shares of Series C Preferred Stock sold in the Offering. Attached as Exhibit 8.1 to this Current Report is a copy of the opinion of Ledgewood P.C. relating to certain tax matters. Exhibits 5.1 and 8.1 attached to this Current Report are incorporated by reference in their entirety into the Prospectus Supplement and Registration Statement.

Item 9.01 Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit No.		Description
5.1		Opinion of Foley & Lardner LLP.
8.1		Opinion of Ledgewood P.C.
23.1		Consent of Foley & Lardner LLP (included in Exhibit 5.1).
23.2		Consent of Ledgewood P.C. (included in Exhibit 8.1).

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SIGNATURE(S)

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.

 

		Resource Capital Corp.
		/s/ David J. Bryant
June 10, 2014		David J. Bryant Chief Financial Officer

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Exhibit Index

 

Exhibit No.		Description
5.1		Opinion of Foley & Lardner LLP.
8.1		Opinion of Ledgewood P.C.
23.1		Consent of Foley & Lardner LLP (included in Exhibit 5.1).
23.2		Consent of Ledgewood P.C. (included in Exhibit 8.1).

Exhibit 5.1

 

June 10, 2014

RESOURCE CAPITAL CORP.

712 Fifth Avenue, 12^th Floor

New York, New York 10019

 

Re:

Registration Statement on Form S-3

Ladies and Gentlemen:

We serve as special Maryland counsel to Resource Capital Corp., a Maryland corporation (the “Company”), in connection with the sale and issuance by the Company of 4,800,000 shares (the “Shares”) of 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock, $0.001 par value per share, of the Company (“Series C Preferred Stock”) pursuant to the Underwriting Agreement, dated June 3, 2014 (the “Underwriting Agreement”), by and among the Company, Resource Capital Manager, Inc., a Delaware corporation (the “Manager”), and Morgan Stanley & Co. LLC and UBS Securities LLC, for themselves and as Representatives of the several Underwriters named in Schedule I thereto (collectively, the “Underwriters”). This opinion is being provided at your request in connection with the filing of the Prospectus Supplement (as defined below).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. The Registration Statement on Form S-3ASR of the Company (File Number 333-195844) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on May 9, 2014 and declared effective on May 9, 2014 (the “Registration Statement”), in the form in which it was filed with the Commission;

2. The Prospectus dated May 9, 2014, which forms part of the Registration Statement, as supplemented by the Prospectus Supplement dated June 3, 2014 (the “Prospectus Supplement”), relating to the Shares, in the forms in which they were filed with the Commission under the Act;

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		RESOURCE CAPITAL CORP. June 10, 2014 Page 2

 

3. The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland;

4. The Bylaws of the Company (the “Bylaws”), certified as of the date hereof by the Secretary of the Company;

5. Resolutions adopted by the Board of Directors of the Company (the “Board”) relating to (a) the registration, sale and issuance of the Shares; and (b) the creation and delegation of authority to a Pricing Committee of the Board in connection with the sale and issuance of the Shares (the “Pricing Committee”), certified as of the date hereof by the Secretary of the Company;

6. Resolutions adopted by the Pricing Committee relating to the sale and issuance of the Shares, certified as of the date hereof by the Secretary of the Company;

7. The form of specimen certificate representing the Shares, certified as of the date hereof by the Secretary of the Company;

8. The Underwriting Agreement, certified as of the date hereof by the Secretary of the Company;

9. A certificate of the SDAT as to the good standing of the Company, dated as of the date hereof; and

10. A certificate executed by Michael S. Yecies, Secretary of the Company, dated as of the date hereof.

In expressing the opinion set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations (including the Company’s) set forth therein are legal, valid and binding.

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		RESOURCE CAPITAL CORP. June 10, 2014 Page 3

 

4. All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.

5. The Shares will not be issued or transferred in violation of any restriction or limitation on transfer or ownership of Capital Stock (as defined in the Charter) contained in Article VI of the Charter.

6. The Company will issue the Shares in accordance with the resolutions of the Board and the Pricing Committee and, prior to the issuance of any Shares, the Company will have available for issuance, under the Charter, the requisite number of authorized but unissued shares of Series C Preferred Stock.

7. The Underwriting Agreement is a valid and legally binding contract that conforms to the description thereof set forth in the Registration Statement.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that, upon issuance and delivery of the Shares as contemplated by the resolutions of the Board and the Pricing Committee and upon payment therefor, the Shares will be duly authorized, validly issued, fully paid and non-assessable.

The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the securities (or “blue sky”) laws of the State of Maryland. The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.

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		RESOURCE CAPITAL CORP. June 10, 2014 Page 4

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein under the heading “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

Very truly yours,

FOLEY & LARDNER LLP

/s/ Foley & Lardner LLP

Exhibit 8.1

 

LEDGEWOOD

A PROFESSIONAL CORPORATION

1900 Market Street, Suite 750, Philadelphia, PA 19103

TEL 215.731.9450 FAX 215.735.2513

www.ledgewood.com

June 10, 2014

Resource Capital Corp.

712 Fifth Avenue, 12th Floor

New York, NY

10019

Ladies and Gentlemen:

We have acted as counsel to Resource Capital Corp. (the “Company”) in connection with its offer and sale of 4,800,000 shares of the Company’s 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”), to be issued pursuant to the Company’s prospectus supplement dated June 3, 2014 (the “Prospectus Supplement”) and the base prospectus dated May 9, 2014 (collectively, the “Prospectus”), forming part of the Registration Statement on Form S-3 (Registration No. 333-195844) (collectively, the “Registration Statement”). You have requested our opinion regarding certain U.S. federal income tax matters. Capitalized terms not otherwise defined herein shall have the meaning set forth in that certain Underwriting Agreement dated June 3, 2014 by and among you and Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters.

We are opining herein as to the effect on the subject transaction only of the federal income tax laws of the United States, and we express no opinion with respect to the applicability thereto, or the effect thereon, of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. We hereby confirm that all statements of legal conclusions contained in, or incorporated by reference into, the discussion in the Prospectus under the caption “Tax Considerations,” as supplemented by the discussion in the Prospectus Supplement under the caption “Material Federal Income Tax Considerations,” constitute the opinion of Ledgewood, P.C. with respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein. No opinion is expressed as to any matter not discussed therein.

This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement, may affect the conclusions stated herein.

This opinion is furnished to you, and is for your use in connection with the transactions set forth in the Registration Statement. This opinion may not be relied upon by you for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent.

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LEDGEWOOD

A PROFESSIONAL CORPORATION

We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current Report on Form 8-K of the Company dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus and the Prospectus Supplement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.