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

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

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Item1.01. Entry into a Material Definitive Agreement

The response to this item is included in Item2.01 below and is
incorporated herein by this reference with respect to the
Purchase Agreement.

Item2.01. Completion of Acquisition or Disposition of

On June6, 2017, Primary Capital Mortgage, LLC (PCM), a
subsidiary of Resource Capital Corp. (the Company),
disposed of certain assets and liabilities related to
originating, acquiring, processing, underwriting, funding and
closing of residential mortgage loans (the Transaction) to
an Asset Purchase Agreement, dated as of June6, 2017 (the
Purchase Agreement), by and among Stearns Lending, LLC
(Stearns), PCM and the Company (solely with respect to
certain sections of the Purchase Agreement).

Under the terms of the Purchase Agreement, the purchase price
consists of approximately $2.2million of cash paid at closing
(subject to a post-closing adjustment process), plus additional
consideration based on future loan production which will be
payable over an eighteen to twenty-two month period. The Purchase
Agreement contains customary representations and warranties by
the parties, as well as customary covenants, including
non-competition and non-solicitation covenants by PCM and the
Company, and indemnification covenants by both parties, subject
to stated thresholds and limitations.

The foregoing description of the Purchase Agreement is only a
summary, does not purport to be complete and is qualified in its
entirety by reference to the full text of the Purchase Agreement,
which is filed as Exhibit 2.1 hereto.

Item9.01 Financial Statements and Exhibits

(d) Exhibits



2.1 Asset Purchase Agreement, dated June6, 2017, by and among
Stearns, PCM and the Company (the Company hereby undertakes
to furnish supplementally a copy of any omitted schedule or
exhibit to such agreement to the U.S. Securities and Exchange
Commission upon request).

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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.

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