Resource Capital Corp. (NYSE:RSO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry Into a Material Definitive Agreement

On December14, 2017, Resource Capital Corp. (the “Company”) entered into a Third Amended and Restated Management Agreement (the “Third Amended Management Agreement”) with Resource Capital Manager, Inc. (the “Manager”) and Resource America, Inc. (“RAI”).The Third Amended Management Agreement amended and restated the Second Amended and Restated Management Agreement dated June14, 2012 among the Company, the Manager and RAI, as such agreement was amended by Amendment No.1 to the Second Amended and Restated Management Agreement dated as of November7, 2013 (as amended, the “Second Amended Management Agreement”). The Third Amended Management Agreement restates the Second Amended Management Agreement in its entirety. Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Third Amended Management Agreement.

The Third Amended Management Agreement provides for a fixed Base Management Fee of $937,500 per calendar month for each of the 15 successive months beginning October1, 2017.

The Third Amended Management Agreement also amends the calculation of quarterly Incentive Compensation payable to the Manager to be the product of: (A) 20% of the amount by which the Company’s Core Earnings for a quarter exceed the product of (i)the weighted average of (x)the per share book value of the Company’s Common Shares at September30, 2017 (subject to adjustments for certain items of income, loss or gain from October1, 2017 through December31, 2018) and (y)the per share price (including the conversion price, if applicable) paid for Common Shares in each offering (or issuance, upon the conversion of convertible securities) by the Company subsequent to September30, 2017, multiplied by (ii)the greater of (x) 1.75% and (y) 0.4375% plus one-fourth of the Ten Year Treasury Rate for such quarter; multiplied by (B)the weighted average number of Common Shares outstanding during such quarter.

Further, the Third Amended Management Agreement amends the Company’s Conflicts of Interest Policy attached thereto to add that investments that may be appropriate for the Company, on the one hand, and the Manager and/or certain related parties, on the other hand, will be allocated in accordance with RAI’s allocation policies and procedures in effect from time to time.

Finally, the Third Amended Management Agreement establishes that the Company will pay the Manager a per loan underwriting and review fee in connection with valuations of and potential investments in subordinate commercial mortgage pass-through certificates in such amounts as are approved by a majority of the Company’s Independent Directors from time to time.

The execution by the Company of the Third Amended Management Agreement was approved by the Company’s Board of Directors on December13, 2017.The foregoing description of the Third Amended Management Agreement does not purport to be complete and is qualified in its entirety by reference to the complete Third Amended Management Agreement, a copy of which is attached to this Current Report as Exhibit 10.1 and incorporated by reference herein.

On December18, 2017, the Company announced that on January31, 2017 (the “Redemption Date”), the Company will redeem all shares of its 8.50% Series A Cumulative Redeemable Preferred Stock (the “Series A Preferred Stock”) outstanding on the Redemption Date and 930,983 shares of its 8.25% Series B Cumulative Redeemable Preferred Stock (the “Series B Preferred Stock”). The shares of Series A Preferred Stock and Series B Preferred Stock will be redeemed at a redemption price of $25.00 per share.

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Upon redemption, the Series A Preferred Stock and the redeemed shares of the Series B Preferred Stock will no longer be outstandingand all rights of the holders of such shares will terminate, except for the right of the holders to receive the cash payable upon such redemption without interest.

All shares of Series A Preferred Stock and Series B Preferred Stock are held in book-entry form through the Depository Trust Company (“DTC”), and the shares of Series B Preferred Stock to be redeemed will be selected in accordance with the procedures of DTC. Upon redemption, the Series A Preferred Stock will be delisted from trading on theNew York Stock Exchange.

A copy of the Company’s press release announcing the redemption of all outstanding shares of Series A Preferred Stock and a portion of the outstanding shares of Series B Preferred Stock is filed as Exhibit 99.1 hereto.

Item 1.01. Financial Statements and Exhibits.

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Resource Capital Corp. Exhibit
EX-10.1 2 d449265dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT THIS THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT dated December 14,…
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About Resource Capital Corp. (NYSE:RSO)

Resource Capital Corp. is a real estate finance company. The Company invests in asset classes, which include commercial real estate-related assets, residential real estate-related assets and commercial finance assets. Its investments in commercial real estate-related assets include first mortgage loans (referred as whole loans); first priority interests in first mortgage loans; subordinated interests in first mortgage loans, and commercial mortgage-backed securities. Its investments in residential real estate-related assets include residential mortgage loans and mortgage-backed securities. Its investments in commercial finance assets include middle-market secured corporate loans and preferred equity investments; asset-backed securities backed by senior secured corporate loans; debt tranches of collateralized debt obligations and collateralized loan obligations, and senior secured corporate loans (referred as bank loans). It is externally managed by Resource Capital Manager, Inc.