false 0001332551 0001332551 2021-09-07 2021-09-07 0001332551 us-gaap:CommonStockMember 2021-09-07 2021-09-07 0001332551 us-gaap:SeriesCPreferredStockMember 2021-09-07 2021-09-07 0001332551 us-gaap:SeriesDPreferredStockMember 2021-09-07 2021-09-07





Washington, DC 20549







Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 7, 2021



ACRES Commercial Realty Corp.

(Exact name of registrant as specified in its charter)




Maryland   1-32733   20-2287134

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


865 Merrick Avenue, Suite 200 S

Westbury, NY

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 516-535-0015


(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





Name of each exchange

on which registered

Common Stock, $0.001 par value per share   ACR   New York Stock Exchange
8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock   ACRPrC   New York Stock Exchange
7.875% Series D Cumulative Redeemable Preferred Stock   ACRPrD   New York Stock Exchange

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 8.01

Other Events.

On September 7, 2021, ACRES Commercial Realty Corp. (the “Company”) repurchased $4.0 million in aggregate principal amount, including accrued interest, of its 4.5% convertible senior notes due 2022 (the “Notes”) at par in a privately negotiated transaction with settlement occurring within two business days. The anticipated charge to earnings for the repurchase of the Notes, including the previously reported $51.7 million repurchases of the Notes, is approximately $1.5 million, or $0.16 per share, comprising an extinguishment of debt charge of $1.2 million in connection with the acceleration of the market discount and interest expense of $304,000 in connection with the acceleration of deferred debt issuance costs. Following the repurchases of the aggregate $55.7 million of Notes, approximately $88.0 million in aggregate principal amount will remain outstanding.

Cautionary Statement regarding Forward-Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act 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. These “forward-looking” statements include, but are not limited to, statements regarding the estimated impact of the repurchase. 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 are discussed in the documents filed by the Company from time to time with the United States Securities and Exchange Commission. The Company 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.


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: September 10, 2021      

/s/ David J. Bryant

      David J. Bryant
      Chief Financial Officer
ACRES Commercial Realty (NYSE:ACR-D)
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