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RSO > SEC Filings for RSO > Form 8-K on 19-Mar-2013All Recent SEC Filings

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Entry into a Material Definitive Agreement, Termination of a Material Defi

Item 1.01. Entry Into a Material Definitive Agreement.

On March 15, 2013, Resource Capital Corp. (the "Company") entered into an At-the-Market Issuance Sales Agreement (the "Sales Agreement") with Resource Capital Manager, Inc. (the "Manager") and MLV & Co. LLC ("MLV") to sell up to 1,500,000 shares of its 8.25% Series B Cumulative Redeemable Preferred Stock, par value $0.001 per share (the "Preferred Stock"), from time to time through an "at the market" equity offering program under which MLV will act as sales agent.

Pursuant to the Sales Agreement, the Preferred Stock may be offered and sold through MLV in transactions that are deemed to be "at the market" offerings as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the New York Stock Exchange, as well as in privately negotiated transactions. The Sales Agreement provides that MLV, when MLV is acting as the Company's agent, will be entitled to compensation of up to 2.00% of the gross sales price of the Preferred Stock sold through MLV from time to time under the Sales Agreement. The Company may also sell shares of Preferred Stock to MLV as principal for its own account at a price agreed upon at the time of sale. The Company has no obligation to sell any of the Preferred Stock under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. A copy of the Sales Agreement is attached as Exhibit 1.1 to this Current Report and is incorporated by reference herein.

The Preferred Stock will be issued pursuant to the Company's shelf registration statement on Form S-3 (File No. 333-174739). The Company filed a prospectus supplement dated March 18, 2013 with the Securities and Exchange Commission in connection with the offer and sale of the Preferred Stock.

MLV and its affiliates have provided, and may in the future provide, various investment banking and advisory services to the Company from time to time for which they have received, and may in the future receive, customary fees and expenses.

On March 18, 2013 Foley & Lardner LLP and Ledgewood, P.C. rendered their opinions as to the validity of the Preferred Stock to be issued and sold from time to time pursuant to the Sales Agreement and a tax opinion, copies of which are filed as Exhibits 5.1 and 8.1 hereto, respectively, which opinions are incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

In connection with the Sales Agreement discussed above, the existing At-the-Market Issuance Sales Agreement dated November 19, 2012, among the Company, the Manager and MLV was terminated and is no longer of any force or effect.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

                 Number                                                              Description

 1.1                                            At-The-Market Issuance Sales Agreement dated March 15, 2013, by and among Resource
                                                Capital Corp., Resource Capital Manager, Inc. and MLV & Co. LLC.

 5.1                                            Opinion of Foley & Lardner LLP with respect to validity of the Preferred Stock.

 8.1                                            Opinion of Ledgewood, P.C. with respect to tax matters.

12.1                                            Statement Regarding Computation of Ratios of Earnings to Combined Fixed Charges and
                                                Preferred Stock Dividends.(1)

(1) Previously filed as Exhibit 12.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2012.

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