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Resource Capital Corp.'s External Manager to Be Acquired by C-III Capital Partners LLC

PHILADELPHIA, PA -- (Marketwired) -- 05/23/16 -- Resource Capital Corp. (NYSE: RSO) ("RSO"), announced today that Resource America, Inc. (NASDAQ: REXI) ("Resource America"), the parent company of RSO's external manager, has agreed to be acquired by C-III Capital Partners LLC ("C-III"), a leading commercial real estate services company engaged in a broad range of activities, including primary and special loan servicing, loan origination, fund management, CDO management, principal investment, investment sales and multifamily property management.

The addition of Resource America's asset management business to C-III's diverse suite of commercial real estate services will create a broad platform of products directed to retail and institutional investors. C-III Capital Partners currently manages $3.8 billion on behalf of institutional investors in both debt and equity funds, a separate account and several structured product vehicles, including CRE-CDOs and ReREMICs. Its mortgage origination business has originated over $4.5 billion of commercial real estate loans since 2010. C-III Capital Partners is also one of the largest special and primary loan servicers in the United States, responsible for over 100 CMBS trusts comprising more than $100 billion of commercial real estate loans.

Jonathan Z. Cohen, President and Chief Executive Officer of the Company, said, "We are very confident that Resource America's decision to combine with C-III Capital Partners will bring to RSO C-III's unique and diverse access to the types of quality investments that RSO seeks. C-III has an outstanding track record of creating value for its investors, and the firm's seasoned and highly talented senior management team is an excellent strategic fit to drive the firm forward as they embark on new opportunities."

Andrew L. Farkas, Chairman and Chief Executive Officer of C-III Capital Partners, said, "This transaction is a significant milestone for C-III. Since inception, we have been acutely focused on building and strengthening our industry position as a premier commercial real estate services and investment management firm. The addition of Resource America's businesses further diversifies our platform and enables us to become an even broader and more robust full-service provider of commercial real estate debt and equity solutions, spanning loan servicing and origination, fund management, property management, brokerage and other services. We look forward to partnering with RSO and Resource America's other businesses, and working with them to drive strong results across our combined platform as we embark on this next chapter of our growth."

As part of the transaction, RSO's core commercial real estate team will remain in place. Upon closing of the acquisition of RSO's external manager, Jonathan Z. Cohen and Edward E. Cohen will resign from RSO's board of directors, which will appoint Andrew L. Farkas and Jeffrey P. Cohen, Executive Managing Director of C-III, as their replacements. At closing, it is also anticipated that Robert C. Lieber, Executive Managing Director of C-III, will succeed Jonathan Cohen as Chief Executive Officer of RSO. In addition, as part of the transaction, C-III will assume the RSO management contract from REXI and will acquire 715,386 shares of RSO common equity (2.3% of outstanding RSO shares) currently held by REXI.

The transaction, which is expected to close late in the third quarter or early in the fourth quarter of 2016, is subject to approval by Resource America stockholders, regulatory approvals and other customary closing conditions. The acquisition is not subject to any financing conditions.

Hentschel & Company served as financial advisor and Cozen O'Connor served as legal advisor to RSO in connection with the transaction.

About Resource Capital Corp

RSO is a real estate investment trust that is primarily focused on originating, holding and managing commercial mortgage loans and other commercial real estate-related debt and equity investments. The Company is also active in commercial finance, including through Northport Capital, its middle market lending platform. The Company is externally managed by Resource Capital Manager, Inc., an indirect wholly-owned subsidiary of Resource America, Inc. (NASDAQ: REXI), an asset management company that specializes in real estate and credit investments. More information about RSO can be found at the company's website at www.resourcecapitalcorp.com or contact Marketing and Investor Relations at pkamdar@resourcecapitalcorp.com

About C-III Capital Partners LLC

C-III Capital Partners LLC is a leading real estate investment manager and commercial property services company engaged in a broad range of activities. As one of the largest special servicers of commercial mortgage backed securities in the U.S., C-III utilizes its real estate expertise to resolve defaulted CMBS loans for over 100 CMBS trusts comprising $95 billion of commercial real estate loans. C-III manages $3.8 billion in funds and structured product vehicles that focus on commercial real estate equity and debt investments including nine real estate debt funds, four real estate equity funds, one hybrid debt and equity fund and a private REIT, along with CRE-CDOs and ReREMICs. Since inception in 2010, C-III has originated $4.6 billion in mortgages and manages funds that have acquired approximately $10 billion face amount of CMBS bonds. Through U.S. Residential, C-III manages more than 40,000 multifamily units nationwide. With the NAI Global brand, the company has more than 375 offices worldwide, with over 6,700 professionals, managing over 380 million square feet of property. C-III's online marketplace, Real Capital Markets, has closed $1.6 trillion in real estate asset and loan sales since inception in 1999. C-III is headquartered in Irving, TX, and has additional offices in New York, NY, Greenville, SC, and Nashville, TN.

About Resource America

Resource America, Inc. (NASDAQ: REXI) is an asset management company that specializes in real estate and credit investments. The Company's objective is to be best in class among asset managers in the real estate and credit sectors as measured by returns to investors and the quality of the funds and businesses it manages. Resource America's investments emphasize consistent value and long-term returns with an income orientation. More about Resource America, Inc. can be found on the company's website at www.resourceamerica.com or contact Marketing and Investor Relations at pkamdar@resourceamerica.com.

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "trend", "will," "continue," "expect," "intend," "anticipate," "estimate," "believe," "look forward" or other similar words or terms. Because such statements include risks, uncertainties and contingencies, actual results may differ materially from the expectations, intentions, beliefs, plans or predictions of the future expressed or implied by such forward-looking statements. Factors that can affect future results include the following: the possibility that the closing conditions to the contemplated transactions may not be satisfied or waived, including that Resource America stockholders do not approve the proposed acquisition by C-III; delay in closing the transactions or the possibility of non-consummation of the transaction; the occurrence of any event that could give rise to termination of the merger agreement between Resource America and C-III; risks inherent in the achievement of cost synergies and the timing thereof; risks related to the disruption of the transaction to Resource America and its management; the effect of announcement of the transaction on Resource America's ability to retain and hire key personnel and maintain relationships with any entities that it manages, suppliers and other third parties; and other factors that are discussed in the documents filed by Resource Capital Corp. from time to time with the Securities and Exchange Commission. Resource Capital Corp. undertakes no obligation to update or revise any forward-looking statement to reflect new or changing information or events after the date hereof or to reflect the occurrence of unanticipated events, except as may be required by law.

Purvi Kamdar
Email Contact

Source: Resource Capital Corp.

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RSO (Common Stock)
ExchangeNYSE (US Dollar)
Price$9.69
Change (%) Stock is Up 0.05 (0.52%)
Volume140,099
Data as of 05/26/17 4:02 p.m. ET
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