SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Item 1.01. Entry into a Material Definitive 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.
|1.1*||Underwriting Agreement dated March 15, 2021, by and among the Company, the Manager, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and BofA Securities, Inc., as representatives of the several Underwriters listed on Exhibit A thereto.|
|5.1*||Opinion of Venable LLP regarding the legality of the shares of common stock|
|8.1*||Opinion of Kirkland & Ellis LLP regarding certain tax matters|
|23.1||Consent of Venable LLP (included in Exhibit 5.1)|
|23.2||Consent of Kirkland & Ellis LLP (included in Exhibit 8.1)|
|104||Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document|
* Filed herewith.
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
|ARES COMMERCIAL REAL ESTATE CORPORATION|
|By:||/s/ Tae-Sik Yoon|
|Title:||Chief Financial Officer and Treasurer|