Current Report Filing (8-k)
01 Dezember 2021 - 12:05PM
Edgar (US Regulatory)
False000152937700015293772021-11-302021-11-30
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): November 30,
2021
ARES COMMERCIAL REAL ESTATE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Maryland |
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001-35517 |
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45-3148087 |
(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 |
10167 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area
code (212) 750-7300
(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):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.01 par value per share |
ACRE |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in 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).
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Emerging growth company |
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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.
o
Item 1.01 Entry into a Material Definitive Agreement.
On November 30, 2021, ACRC Lender C LLC (“ACRC Lender C”), a
subsidiary of Ares Commercial Real Estate Corporation, entered into
an amendment to the Master Repurchase Agreement (the “Citi
Facility”) with Citibank, N.A. The purpose of the amendment is to
extend the current facility expiration date and funding
availability period of the Citi Facility to January 13, 2022, in
order to facilitate documenting a multi-year extension of the
facility expiration date and funding availability period of the
Citi Facility.
There is no assurance that the multi-year extension will be
consummated. The facility expiration date continues to be subject
to two 12-month extensions, each of which may be exercised at ACRC
Lender C’s option assuming no existing defaults under the Citi
Facility and applicable extension fees being paid, which, if both
were exercised, would extend the maturity date of the Citi Facility
to December 13, 2023.
The foregoing description of the amendment to the Citi Facility is
only a summary of certain material provisions of the amendment and
is qualified in its entirety by reference to a copy of such
amendment, which is filed herewith as Exhibit 10.1 and by this
reference incorporated herein.
Forward-Looking Statements
Certain statements contained in this Current Report on Form 8-K may
constitute “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 and Section 21E of
the Securities and Exchange Act of 1934, as amended. Such
statements, which relate to future events or the Company’s future
performance or financial condition, including a potential
multi-year extension of the Citi Facility, are intended to be
covered by the safe harbor provided by such rules. These statements
are not guarantees of future performance, condition or results and
involve a number of risks and uncertainties. Actual results could
differ materially from those in the forward-looking statements as a
result of a number of factors, including those described from time
to time in the Company’s filings with the Securities and Exchange
Commission. The Company undertakes no duty to update any
forward-looking statements made herein, whether as a result of new
information, future events or otherwise, except as required by
law.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information required by Item 2.03 contained in Item 1.01 of
this Current Report on Form 8-K is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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Exhibit Number |
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Description |
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Fifth Amendment to Master Repurchase Agreement, dated as of
November 30, 2021, by and
among, ACRC Lender C LLC, as seller, Ares Commercial Real Estate
Corporation, as guarantor, and
Citibank, N.A., as buyer.
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104 |
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Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document |
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 hereunto duly
authorized.
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ARES COMMERCIAL REAL ESTATE CORPORATION |
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Date: |
December 1, 2021 |
By: |
/s/ Anton Feingold |
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Name: |
Anton Feingold |
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Title: |
General Counsel, Vice President and Secretary |
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