On September 7, 2012, Resource Capital Corp. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Deutsche Bank Securities Inc. as representative of the several underwriters named therein (collectively, the "Underwriters") and Resource Capital Manager, Inc., to issue and sell up to 9,775,000 shares of the Company's common stock, par value $0.001 per share (the "Shares"), including up to 1,275,000 Shares to cover the Underwriters' over-allotment option, at a public offering price of $5.90 per share in an underwritten public offering (the "Offering"). The net proceeds of the Offering, after underwriting discounts and estimated expenses, will be approximately $48.2 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. 333-174739) declared effective by the Securities and Exchange Commission on June 21, 2011 (the "Registration Statement"). The Offering is being made under the prospectus supplement dated September 7, 2012 ("Prospectus Supplement"), and the accompanying prospectus dated June 21, 2011, constituting a part of the Registration Statement.

On September 7, 2012, 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, 23.1 and 23.2 attached to this Current Report on Form 8-K are incorporated by reference in their entirety into the Prospectus Supplement and Registration Statement.

(d) The following exhibits are included with this report:

Exhibit
  No.                                 Exhibit Description

1.1          Underwriting Agreement, dated September 7, 2012, among Resource
             Capital Corp., Resource Capital Manager, Inc. and Deutsche Bank
             Securities Inc., as representatives of the underwriters.

5.1          Opinion of Foley & Lardner LLP

8.1          Opinion of Ledgewood as to certain US federal income tax matters.

23.1         Consent of Foley & Lardner LLP (included in Exhibit 5.1).

23.2         Consent of Ledgewood (included in Exhibit 8.1).