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): July 22, 2019
 
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):
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            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 o
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Ares Commercial Real Estate Corporation (the “Company”) appointed David Roth as President of the Company, effective July 22, 2019.

Since joining Ares Management Corporation in January 2019, Mr. Roth, 52, has served as a Partner in the Ares Real Estate Group and Head of U.S. Real Estate Private Equity. Mr. Roth is a member of the Ares Global Real Estate Investment Committee and also serves as a member of the Management Committee of Ares Management Corporation. Prior to joining Ares Management Corporation, Mr. Roth was a Senior Managing Director in the Real Estate Group at Blackstone. Previously, he was a Principal in the Acquisitions Group at Walton Street Capital, a Senior V.P. and Chief Investment Officer - Europe at Security Capital Group and an Associate at Wachtell Lipton Rosen & Katz. Mr. Roth earned a B.A. degree from Dartmouth College and a J.D. from New York University School of Law.

In connection with Mr. Roth’s appointment, effective July 22, 2019, James A. Henderson stepped down from his position as President of the Company. Mr. Henderson remains Chief Executive Officer and Chief Investment Officer of the Company.

Item 7.01 Regulation FD Disclosure.

On July 26, 2019, the Company issued a press release announcing Mr. Roth’s appointment. The text of the press release is attached as Exhibit 99.1 to this Form 8-K.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.


Item 9.01  Financial Statements and Exhibits.
 
(d)                           Exhibits:
Exhibit
Number
 
Exhibit Description
 
Press release dated July 26, 2019






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:      July 26, 2019
 
 
ARES COMMERCIAL REAL ESTATE CORPORATION
 
 
 
 
By:
/s/ Anton Feingold
 
Name:
Anton Feingold
 
Title:
General Counsel, Vice President and Secretary
 



































Exhibit


Exhibit 99.1

Ares Commercial Real Estate Corporation Appoints David Roth as President

NEW YORK, July 26, 2019 - Ares Commercial Real Estate Corporation (NYSE: ACRE) announced today that it has appointed David Roth as the Company’s President, effective July 22, 2019.

Mr. Roth currently serves as Partner and Head of U.S. Real Estate Private Equity, is a member of the Ares Global Real Estate Investment Committee and also serves as a member of the Management Committee of Ares Management Corporation (NYSE: ARES), whose subsidiary is the external manager of ACRE. Mr. Roth has over 30 years of experience investing and managing commercial real estate investments and executing on strategic platform acquisitions and other merger activities. Prior to joining Ares in 2019, Mr. Roth was a Senior Managing Director in the Real Estate Group at Blackstone. Previously, he was a Principal in the Acquisitions Group at Walton Street, a Senior V.P. and Chief Investment Officer - Europe at Security Capital Group and an Associate at Wachtell Lipton Rosen & Katz.

“We are excited to have David join ACRE as an executive and we look forward to his many contributions in the years ahead,” said Bill Benjamin, Chairman of the ACRE Board of Directors. “David’s appointment as President is a continuation of our strategy to enhance the collaboration and synergistic benefits ACRE receives from the broader real estate platform at Ares.”

“David and I have been working together since he joined Ares earlier this year and this appointment to President reflects the strong contributions he has already made to ACRE,” said Jamie Henderson, Chief Executive Officer of ACRE. “I look forward to working with David in his new role.”

“Having worked with Jamie and Ares’ talented real estate debt team, I have seen firsthand the great potential that lies ahead as we seek to maximize our synergies,” added Mr. Roth. “I look forward to contributing to ACRE’s strong growth prospects in the years ahead.”

About Ares Commercial Real Estate Corporation
Ares Commercial Real Estate Corporation is a specialty finance company primarily engaged in originating and investing in commercial real estate loans and related investments. Through its national direct origination platform, the Company provides a broad offering of flexible and reliable financing solutions for commercial real estate owners and operators. The Company originates senior mortgage loans, as well as subordinate financings, mezzanine debt and preferred equity, with an emphasis on providing value added financing on a variety of properties located in liquid markets across the United States. Ares Commercial Real Estate Corporation elected and qualified to be taxed as a real estate investment trust and is externally managed by a subsidiary of Ares Management Corporation. For more information, please visit www.arescre.com. The contents of such website are not, and should not be deemed to be, incorporated by reference herein.

Investor Relations Contact:
Ares Commercial Real Estate Corporation
Carl Drake or Veronica Mendiola Mayer
(888)-818-5298
iracre@aresmgmt.com

Media Relations Contact: 
Mendel Communications 
Bill Mendel, 212-397-1030 
bill@mendelcommunications.com