Underwriting Agreement

On January 22, 2020, 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 Wells Fargo Securities, LLC, Citigroup Global Markets, LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters listed therein (collectively, the “Underwriters”). 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 4,000,000 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 600,000 shares.

The public offering closed on January 27, 2020 and generated net proceeds of approximately $63.3 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. 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 45 days after January 22, 2020 without first obtaining the written consent 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 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.

(d) Exhibits:

Ares Commercial Real Estate Corp Exhibit
EX-1.1 2 exhibit11underwritingagree.htm EXHIBIT 1.1 Exhibit Exhibit 1.1EXECUTION VERSIONARES COMMERCIAL REAL ESTATE CORPORATION 4,…
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About ARES COMMERCIAL REAL ESTATE CORPORATION (NYSE:ACRE)

Ares Commercial Real Estate Corporation is a specialty finance company. The Company is focused on directly originating, managing and servicing a portfolio of commercial real estate (CRE) debt-related investments for its own account. It operates in two segments: principal lending and mortgage banking. Its target investments include senior loans, bridge loans, subordinated debt, preferred equity and other CRE investments. The Company is also engaged in the mortgage banking business through its subsidiary, ACRE Capital LLC (ACRE Capital). Its Principal Lending Business includes all business activities of the Company, which represents investments in real estate related loans and securities that are held for investment. In mortgage banking business, the Company directly originates long-term senior loans collateralized by multifamily and senior-living properties, and sells them to third parties pursuant to programs overseen by government agencies and government-sponsored enterprises.