13G Filing: Oaktree Capital Management and Resource Capital Corp. (RSO)

ITEM 1.

(a)

Name of Issuer:

Resource Capital Corp.

(b)

ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

712 Fifth Avenue, 12th Floor, New York, NY 10019

ITEM 2.

(a)-(c)

NAME OF PERSON FILING; ADDRESS OF PRINCIPAL BUSINESS OFFICE; AND CITIZENSHIP.

This Schedule 13G/A is filed jointly by each of the following persons (collectively, the “Reporting Persons”) pursuant to a joint filing agreement attached hereto as Exhibit 1:

(1)              Oaktree Real Estate Debt Holdings, Ltd., a Cayman Islands exempted company, in its capacity as the direct holder of $16,439,000 principal amount of 4.50% Notes, which is convertible into 1,286,307 Shares at the initial conversion rate for 4.50% Notes of 78.2473 Shares per $1,000 principal amount of 4.50% Notes.

(2)              Oaktree Real Estate Debt Holdings II, Ltd., a Cayman Islands exempted company, in its capacity as the direct holder of $15,000,000 principal amount of 4.50% Notes, which is convertible into 1,173,709 Shares at the initial conversion rate for 4.50% Notes of 78.2473 Shares per $1,000 principal amount of 4.50% Notes.

(3)              Investin Pro RED Holdings, LLC, a Delaware limited liability company, in its capacity as the direct holder of $3,177,000 principal amount of 4.50% Notes, which is convertible into 248,591 Shares at the initial conversion rate for 4.50% Notes of 78.2473 Shares per $1,000 principal amount of 4.50% Notes.

(4)              Oaktree Capital Management, L.P., a Delaware limited partnership, in its capacity as the director of Oaktree Real Estate Debt Holdings, Ltd. and Oaktree Real Estate Debt Holdings II, Ltd., as the manager of Investin Pro RED Holdings, LLC and as the duly appointed investment manager of the Managed Funds that, in the aggregate, are the direct owners of (i) $17,479,000 principal amount of 4.50% Notes and (ii) $3,950,000 principal amount of 6.00%  Notes, which, taking (i) and (ii) together, would result in the issuance of 3,076,044 Shares, giving effect to the Ownership Cap.

(5)              Oaktree TSE-16 Real Estate Debt, LLC, a Delaware limited liability company, in its capacity as the direct holder of $2,545,000 principal amount of 4.50% Notes, which is convertible into 199,139 Shares at the initial conversion rate for 4.50% Notes of 78.2473 Shares per $1,000 principal amount of 4.50% Notes.

(6)              Oaktree Fund GP IIA, LLC, a Delaware limited liability company, in its capacity as the manager of Oaktree TSE-16 Real Estate Debt, LLC.

(7)              Oaktree Fund GP II, L.P., a Delaware limited partnership, in its capacity as the managing member of Oaktree Fund GP IIA, LLC.

(8)              Oaktree Capital II, L.P., a Delaware limited partnership, in its capacity as the general partner of Oaktree Fund GP II, L.P.

(9)              Oaktree Holdings, Inc., a Delaware corporation, in its capacity as the general partner of Oaktree Capital Management, L.P. and the general partner of Oaktree Capital II, L.P.

(10)              Oaktree Capital Group, LLC, a Delaware limited liability company, in its capacity as the sole shareholder of Oaktree Holdings, Inc.

(11)       Oaktree Capital Group Holdings GP, LLC, a Delaware limited liability company, in its capacity as the duly elected manager of Oaktree Capital Group, LLC.

The principal business address of each of the Reporting Persons is 333 S. Grand Avenue, 28th Floor, Los Angeles, CA 90071.

(d)

TITLE OF CLASS OF SECURITIES:

Common Stock, $0.001 par value per share (the “Shares”)

(e)

CUSIP NUMBER:

76120W708