On September 25, 2012, Resource Capital Corp. (the "Company") priced an underwritten public offering of up to 1,150,000 shares of its newly classified and designated 8.25% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") at $25.00 per share (the "Offering"), pursuant to the Company's registration statement on Form S-3, as amended (File No. 333-174739), which became effective June 21, 2011, pursuant to which the Company registered the sale of up to $200,000,000 of equity and debt securities. In the connection with the Offering, the Company and Resource Capital Manager, Inc. entered into an underwriting agreement with Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, J. P. Morgan Securities LLC and MLV & Co. LLC, as representatives of the underwriters named therein. Closing of the Offering is scheduled for October 2, 2012. A copy of the underwriting agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.

In connection with the Offering, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation classifying the Series B Preferred Stock. A copy of the Articles Supplementary is filed as Exhibit 3.3 to the Company's Form 8-A filed on September 28, 2012 and is incorporated herein by reference.

(d) Exhibits

Exhibit
Number                                    Description

 1.1         Underwriting Agreement dated September 25, 2012, by and among Resource
             Capital Corp., Resource Capital Manager, Inc. and Deutsche Bank
             Securities Inc., Credit Suisse Securities (USA) LLC, J. P. Morgan
             Securities LLC and MLV & Co. LLC, as representatives of the
             underwriters named therein.

 3.1         Articles Supplementary to Articles of Incorporation of the Company, as
             amended, incorporated by reference to Exhibit 3.3 to Form 8-A filed
             with the Securities and Exchange Commission on September 28, 2012.

12.1         Statement Regarding Computation of Ratios of Earnings to Combined
             Fixed Charges and Preferred Stock Dividends.