Current Report Filing (8-k)
March 18 2021 - 4:32PM
Edgar (US Regulatory)
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2021-03-15
2021-03-15
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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): March 15, 2021
Ares Commercial Real Estate Corporation
(Exact name of registrant as specified in
its charter)
Maryland
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001-35517
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45-3148087
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File
Number)
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(IRS Employer
Identification No.)
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245 Park Avenue, 42nd Floor, New York, NY
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10167
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code (212) 750-7300
N/A
(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 (see General
Instruction A.2. below):
¨ 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))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which
registered
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Common Stock, $0.01 par value per share
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ACRE
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement
On March 15, 2021,
Ares Commercial Real Estate Corporation (the “Company”) entered into an underwriting agreement (the “Underwriting
Agreement”), by and among the Company, Ares Commercial Real Estate Management LLC, the Company’s external manager,
and Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and BofA Securities, Inc., as representatives of the several
underwriters listed therein (collectively, the “Underwriters”). Pursuant to the terms of the Underwriting Agreement,
the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth in the Underwriting
Agreement, an aggregate of 7,000,000 shares of the Company’s common stock, par value $0.01 per share. In addition, the Company
granted to the Underwriters a 30-day option to purchase up to an additional 1,050,000 shares.
The public offering
closed on March 18, 2021 and generated net proceeds of approximately $100.6 million, after deducting estimated transaction
expenses. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to
closing, indemnification rights and obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement,
the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of its common stock or any securities
convertible into or exercisable or exchangeable for common stock for 30 days after March 15, 2021 without first obtaining
the written consent of the representatives of the Underwriters. The foregoing description of the material terms of the Underwriting
Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as
Exhibit 1.1 and is incorporated herein by reference.
The Offering was made
pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-232742), which was originally
filed with the Securities and Exchange Commission on July 19, 2019, and the related prospectus supplement and accompanying
prospectus.
A copy of the opinion
of Venable LLP regarding the legality of the shares of common stock is attached as Exhibit 5.1 to this Current Report on Form 8-K
and a copy of the opinion of Kirkland & Ellis LLP regarding certain tax matters is attached as Exhibit 8.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number
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Description
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* Filed herewith.
SIGNATURE
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 hereunto duly authorized.
Date: March 18, 2021
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ARES COMMERCIAL REAL ESTATE CORPORATION
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By:
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/s/ Tae-Sik Yoon
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Name:
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Tae-Sik Yoon
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Title:
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Chief Financial Officer and Treasurer
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