Current Report Filing (8-k)
20 Mai 2022 - 10:05PM
Edgar (US Regulatory)
0001529377
false
0001529377
2022-05-17
2022-05-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
May 17, 2022
Ares Commercial Real Estate Corporation
(Exact name of registrant as specified in its charter)
Maryland |
001-35517 |
45-3148087 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File
Number) |
(IRS Employer
Identification No.) |
245 Park Avenue, 42nd Floor, New York, NY |
10167 |
(Address of Principal Executive Offices) |
(Zip Code) |
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 |
Trading
Symbol(s) |
Name of each exchange on which
registered |
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 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
May 17, 2022, 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, Citigroup Global Markets Inc. and UBS Securities LLC, as joint
book running managers for the offering and 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 of common stock.
The
public offering closed on May 20, 2022 and generated net proceeds of approximately $103.1 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 May 20, 2022 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.
*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: May 20, 2022
|
ARES COMMERCIAL REAL ESTATE CORPORATION |
|
Name: |
Tae-Sik Yoon |
|
Title: |
Chief Financial Officer and Treasurer |
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