UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On May 14, 2021, ACRES Commercial Realty Corp. (the “Company”) and ACRES Capital, LLC (the “Manager”) entered into an underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc. (the “Underwriter”), in connection with an underwritten public offering (the “Offering”) of the Company’s newly classified and designated 7.875% Series D Cumulative Redeemable Preferred Stock (“Series D Preferred Stock”). Pursuant to the Underwriting Agreement, the Company agreed to issue and sell to the Underwriter up to a total of 2,760,000 shares of Series D Preferred Stock, including up to 360,000 shares issuable upon the exercise by the Underwriter of its over-allotment option. The Offering is expected to close on May 21, 2021, subject to customary closing conditions. The Underwriting Agreement contains certain customary representations, warranties and agreements by the Company and the Manager, conditions to closing, indemnification rights and obligations of the parties and termination provisions.
The Offering is being made pursuant to a registration statement on Form S-3 (Registration No. 333-254315) and a related prospectus, dated April 20, 2021, including the related prospectus supplement dated May 14, 2021 and filed with the Securities and Exchange Commission. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) |
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated May 14, 2021, by and among ACRES Commercial Realty Corp., ACRES Capital, LLC and Raymond James & Associates, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE(S)
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.
| ACRES Commercial Realty Corp. | ||||||
| Date: May 20, 2021 | /s/ David J. Bryant | |||||
| David J. Bryant Chief Financial Officer | ||||||