Resource Capital Corp. Announces Pricing of 4.50% Convertible Senior Notes Due 2022
August 10 2017 - 7:28PM
Resource Capital Corp. (NYSE:RSO) (the “Company”) today announced
that it priced $132,161,000 aggregate principal amount of its 4.50%
convertible senior notes due 2022 (the “Notes”), including
$110,000,000 in an underwritten public offering and an additional
$22,161,000 in exchange for the same amount of outstanding
convertible notes of the Company. In addition, the Company
granted the underwriters a 30-day option to purchase up to an
additional $11,589,000 aggregate principal amount of the Notes in
connection with the public offering, solely to cover
over-allotments, if any. The Notes will be senior unsecured
obligations of the Company. The offering is expected to close on
August 16, 2017, subject to the satisfaction of certain customary
closing conditions.
Interest on the Notes will be payable semiannually in arrears on
February 15 and August 15 of each year, beginning on February 15,
2018; and the Notes will mature on August 15, 2022 unless earlier
repurchased or converted. Upon conversion, holders of the Notes
will receive shares of the Company’s common stock, cash or a
combination of cash and shares, at the Company’s election. If the
Company undergoes a “fundamental change” (as defined in the
prospectus supplement relating to the Notes), subject to certain
conditions, holders of the Notes may require the Company to
repurchase for cash all or part of such holders’ Notes. The
fundamental change repurchase price for the Notes will be 100% of
the principal amount of the Notes to be repurchased, plus accrued
and unpaid interest, if any, up to, but excluding, the fundamental
change repurchase date.
At any time prior to the close of business on the business day
immediately preceding the maturity date, holders may convert any or
all of their Notes into shares of the Company’s common stock at the
applicable conversion rate.
Any conversion of Notes into shares of the Company’s common
stock will be subject to certain ownership limitations (as more
fully described in the prospectus supplement relating to the
Notes). The initial conversion rate for each $1,000 principal
amount of the Notes is approximately 78.2473 shares of common
stock, equivalent to a conversion price of approximately $12.78 per
share of common stock, which is a 20% premium to the closing price
of the Company’s common stock on August 10, 2017. The Company
may not redeem the Notes prior to the maturity date.
The Company intends to use the net proceeds from the offering to
repurchase a portion of its 6% convertible senior notes due 2018
and its 8% convertible senior notes due 2020. Any remaining
net proceeds of the offering will be used for general corporate
purposes.
Credit Suisse Securities (USA) LLC is acting as bookrunner for
the offering. JMP Securities LLC is acting as co-manager
for the offering.
A registration statement relating to the Notes has been declared
effective by the Securities and Exchange Commission (the “SEC”).
The offering is being made only by means of a prospectus supplement
and accompanying base prospectus. Copies of the prospectus
supplement and the related prospectus for the proposed offering,
when available, may be obtained by contacting the Credit Suisse
Prospectus Department at One Madison Avenue, New York, New York
10010, or by email at newyork.prospectus@credit-suisse.com or by
telephone at 1-800-221-1037.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy the Notes, nor does it constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
About Resource Capital Corp.
Resource Capital Corp. is a real estate investment trust that is
primarily focused on originating, holding and managing commercial
mortgage loans and other commercial real estate-related debt
investments. The Company is externally managed by Resource Capital
Manager, Inc., an indirect wholly-owned subsidiary of C-III Capital
Partners LLC, a leading commercial real estate investment
management and services company engaged in a broad range of
activities.
This press release includes statements that may constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The forward-looking
statements made in this release include, but may not be limited to,
this offering and expectations regarding the use of proceeds from
this offering. Such forward-looking statements are subject to a
variety of known and unknown risks, uncertainties, and other
factors that are difficult to predict and many of which are beyond
management’s control. Investors are cautioned not to rely unduly on
any forward-looking statements and urged to carefully consider the
risks identified under the captions “Risk Factors,”
“Forward-Looking Statements” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the
Company’s public filings with the SEC. Resource Capital Corp.
undertakes no obligation to update or revise any forward-looking
statement to reflect new or changing information or events.
Contact:
Resource Capital Corp.
pkamdar@resourcecapitalcorp.com
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