rcc8kamendmgmtagrmt.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC
20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): June 30, 2008
Resource
Capital Corp.
(Exact
name of registrant as specified in its chapter)
|
|
|
|
|
(State
or other jurisdiction or incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
|
|
|
|
712
Fifth Avenue, 10th
Floor
New
York, NY
|
|
10019
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant's
telephone number, including area code: 212-974-1708
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
ITEM
1.01 Entry
into a Material Definitive Agreement.
On June
30, 2008, Resource Capital Corp. (the “Company”), Resource Capital Manager,
Inc. (the “Manager”) and Resource America, Inc. (“RAI”) entered into an Amended
and Restated Management Agreement (the “Management
Agreement”).
Under the
terms of the Management Agreement, the Manager provides the day-to-day
management of the Company’s operations and requires the Manager to manage the
Company’s business affairs in conformity with the policies and the investment
guidelines established by the Company’s board of directors. The
Manager’s role as manager is under the supervision and direction of the
Company’s board of directors and the Manager is responsible for the selection,
purchase and sale of the Company’s portfolio investments, financing activities,
and providing the Company with investment advisory services.
Pursuant
to the Management Agreement, as compensation for acting as manager to the
Company, the Manager receives a monthly base management fee equal to 1/12 of the
amount of the Company’s equity multiplied by 1.50%. For purposes of
the Management Agreement, “equity” means the sum of the net proceeds from any
issuance of the Company’s common shares less offering related costs, plus or
minus its retained earnings (excluding non-cash equity compensation incurred in
current or prior periods) less any amounts it has paid for common stock
repurchases.
Under the
Management Agreement as amended and restated, the Manager is entitled to receive
quarterly incentive compensation equal to 25% of the amount by which the
Adjusted Operating Earnings (as defined in the Management Agreement) of the
Company (before non-cash equity compensation expense and incentive compensation,
but after the base management fee) for the quarterly period exceeds the weighted
average of the price per share of the Company’s common shares in the Company’s
initial public offering and the prices per share of the common shares in any of
the Company’s secondary offerings multiplied by the greater
of ten-year Treasury note rate plus 4.0% per annum (expressed as a
quarterly percentage), multiplied by the greater of (a) 2.00% or (b) 0.50% plus
one-fourth of the Ten Year Treasury rate (as defined in the Management
Agreement) for such quarterly period, multiplied by the weighted average number
of Company common shares outstanding for that quarter; provided, however, that
the foregoing calculation may be adjusted to exclude events pursuant to changes
in GAAP or the application of GAAP, as well as non-recurring or unusual
transactions or events, after discussion between the Manager and the Company’s
independent directors and approval by a majority of such independent directors
in the case of non-recurring or unusual transactions or events. The
Manager also receives reimbursement of its out-of-pocket expenses and other
costs incurred that related directly to the Company and its
operations.
The
Management Agreement provides that incentive compensation will be paid
seventy-five percent (75%) in cash and at least twenty-five percent (25%) in the
form of a stock award. The Manager may elect to receive more than 25%
of its incentive compensation in stock. The initial term of the
amended and restated Management Agreement expires on March 31, 2009 and will be
automatically renewed for a one-year term on that date and each anniversary date
thereafter.
The
foregoing description of the Management Agreement is not complete and is
qualified in its entirety by reference to the full text of the agreement which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by
reference herein.
ITEM
9.01 Financial
Statement and Exhibits.
|
|
Exhibits
|
|
|
|
10.1
|
Amended
and Restated Management Agreement dated June 30,
2008.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
Date:
July 3, 2008
|
/s/ David J. Bryant
|
|
|
David J.
Bryant
|
|
|
Chief Financial
Officer
|