Ares Real Estate Income Trust Files 8-K with Key Corporate Updates

TL;DR

Ares REIT filed an 8-K on 7/31 detailing material agreements, bylaw changes, and shareholder votes.

AI Summary

On July 31, 2024, Ares Real Estate Income Trust Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, amendments to its articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events. The filing also includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions and potential changes for Ares Real Estate Income Trust Inc., impacting its structure, governance, and financial reporting.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and amendments to governing documents, which could introduce new risks or alter existing ones for the company and its investors.

Key Players & Entities

• Ares Real Estate Income Trust Inc. (company) — Filer of the 8-K report
• July 31, 2024 (date) — Earliest event reported date
• 0001327978-24-000100 (accession_number) — Accession number for the filing
• Black Creek Diversified Property Fund Inc. (company) — Former company name
• Dividend Capital Diversified Property Fund Inc. (company) — Former company name
• Dividend Capital Total Realty Trust Inc. (company) — Former company name

FAQ

Key Financial Figures

• $0.01 — 000,000 shares of Class I common stock, $0.01 par value per share (the "Class I Commo

Filing Documents

• are-20240731x8k.htm (8-K) — 78KB
• are-20240731xex3d1.htm (EX-3.1) — 36KB
• are-20240731xex3d2.htm (EX-3.2) — 24KB
• are-20240731xex3d3.htm (EX-3.3) — 337KB
• are-20240731xex99d1.htm (EX-99.1) — 63KB
• are-20240731xex99d2.htm (EX-99.2) — 18KB
• are-20240731xex99d3.htm (EX-99.3) — 67KB
• are-20240731xex99d4.htm (EX-99.4) — 9KB
• are-20240731xex99d4001.jpg (GRAPHIC) — 6KB
• 0001327978-24-000100.txt ( ) — 881KB
• are-20240731.xsd (EX-101.SCH) — 4KB
• are-20240731_def.xml (EX-101.DEF) — 3KB
• are-20240731_lab.xml (EX-101.LAB) — 17KB
• are-20240731_pre.xml (EX-101.PRE) — 10KB
• are-20240731x8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement . Dealer Manager Agreement On August 2, 2024, Ares Real Estate Income Trust Inc. (referred to herein as the "Company," "we," "our," or "us") initiated a private offering exempt from registration under the Securities Act of 1933, as amended (the "Private Offering"). In connection with the Private Offering, on August 2, 2024, we and our dealer manager, Ares Wealth Management Solutions, LLC (the "Dealer Manager"), an affiliate of our external advisor, entered into a dealer manager agreement (the "Dealer Manager Agreement") under which Class S-PR Common Shares, Class D-PR Common Shares and Class I-PR Common Shares in the Company (each as defined in Item 5.03 below) will be sold through the Dealer Manager.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On July 31, 2024, the Company filed Articles of Amendment (the "Articles of Amendment") to its charter with the Maryland State Department of Assessments and Taxation ("SDAT") to reflect that the Board of Directors of the Company (the "Board of Directors"), by duly adopted resolutions, (i) redesignated 500,000,000 shares of Class I common stock, $0.01 par value per share (the "Class I Common Shares") (including all of such shares issued and outstanding immediately prior to the time of acceptance of the Articles of Amendment for record by the SDAT on July 31, 2024 (the "Effective Time")) as a series of Class I Common Shares named Class I-R common stock (the "Class I-R Common Shares"), (ii) redesignated 100,000,000 shares of Class D common stock, $0.01 par value per share (the "Class D Common Shares") (including all of such shares issued and outstanding immediately prior to the Effective Time) as a series of Class D Common Shares named Class D-R common stock (the "Class D-R Common Shares") and redesignated 400,000,000 Class D Common Shares as a series of Class D Common Shares named Class D-PR common stock (the "Class D-PR Common Shares"), (iii) redesignated 100,000,000 shares of Class T common stock, $0.01 par value per share (the "Class T Common Shares") (including all of such shares issued and outstanding immediately prior to the Effective Time) as a series of Class T Common Shares named Class T-R common stock (the "Class T-R Common Shares") and redesignated 400,000,000 Class T Common Shares as a series of Class I Common Shares named Class I-PR common stock (the "Class I-PR Common Shares"), (iv) redesignated 100,000,000 shares of Class S common stock, $0.01 par value per share (the "Class S Common Shares") (including all of such shares issued and outstanding immediately prior to the Effective Time) as a series of Class S Common Shares named Class S-R common stock (the "Class S-R Com

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On July 31, 2024, the Company reconvened its 2024 Annual Meeting of Stockholders (the "Annual Meeting"). Quorum for the Annual Meeting requires holders of 50% of the outstanding shares of the Company's common stock entitled to vote to be present, in person or by proxy. A quorum was not present at the Annual Meeting. Accordingly, the Annual Meeting was permanently adjourned without (i) electing the Company's nominees to the board of directors for the ensuing year and until their successors are elected and qualify or (ii) ratifying the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. As a result, under Maryland law each incumbent nominee for the board of directors will continue to serve as a "holdover" director until his or her successor is duly elected and qualifies. In addition, the ratification by stockholders of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024 is not required for their appointment and they will serve in that capacity at the direction of the Company's audit committee.

01 Other Events

Item 8.01 Other Events. Share Redemption Program Amendment Our Board of Directors amended our share redemption program by adopting the Fourth Amended and Restated Share Redemption Program (the "Amended SRP") primarily to reflect our revised share class names and designations, including the addition of Class S-PR, D-PR and I-PR Common Shares. The Amended SRP also clarifies that (i) shares redeemed on a repurchase date remain outstanding on the repurchase date and are no longer outstanding on the day following the redemption date and (ii) for purposes of measuring redemption capacity under the Amended SRP, (a) proceeds from new subscriptions are included in capital inflows on the first day of the next month because that is the first day on which such stockholders have rights in the Company and (b) redemption requests received in a month are included in capital outflows on the last day of such month because that is the last day stockholders have rights in the Company. Furthermore, the Amended SRP reflects that we may, in addition to other circumstances, waive the Early Repurchase Deduction (as defined in the Amended SRP) with respect to redemption requests submitted by discretionary model portfolio management programs (and similar arrangements) or with respect to redemption requests submitted by feeder vehicles (or similar vehicles) primarily created to hold shares of our common stock, which are offered to non-U.S. persons, where such vehicles seek to avoid imposing such a deduction because of administrative or systems limitations. Other immaterial changes were also made in the Amended SRP. A copy of the Amended SRP is filed as Exhibit 99.1 hereto. Distribution Reinvestment Plan Amendment Our Board of Directors amended our distribution reinvestment plan by adopting the Sixth Amended and Restated Distribution Reinvestment Plan (the "Amended DRP") to reflect that shares distributed by the Company in connection with the Amended DRP will be offered and sold by us i

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 3.1* Articles of Amendment, filed July 31, 2024 . 3.2* Articles Supplementary, filed July 31, 2024 . 3.3* Second Articles of Restatement, filed July 31, 2024 . 99.1* Fourth Amended and Restated Share Redemption Program . 99.2* Sixth Amended and Restated Distribution Reinvestment Plan . 99.3* Net Asset Value Calculation and Valuation Procedures . 99.4* Multiple Class Plan . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Ares Real Estate Income Trust Inc. August 6, 2024 By: /s/ TAYLOR M. PAUL Taylor M. Paul Managing Director, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR