Ares Management to Acquire Ares Commercial Real Estate

TL;DR

ACRE is being bought by Ares Management, deal expected Q3 2024.

AI Summary

Ares Commercial Real Estate Corporation (ACRE) announced on May 22, 2024, that it has entered into a definitive agreement to be acquired by Ares Management LLC. The transaction is expected to close in the third quarter of 2024, subject to customary closing conditions. This acquisition will combine ACRE's portfolio with Ares Management's broader real estate credit strategies.

Why It Matters

This acquisition signifies a consolidation within the real estate investment trust sector, potentially impacting market dynamics and investor strategies for similar companies.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and the integration process could present challenges.

Key Players & Entities

• Ares Commercial Real Estate Corporation (company) — Registrant
• Ares Management LLC (company) — Acquiring entity
• May 22, 2024 (date) — Date of agreement
• Third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value per share ACRE New York Stock

Filing Documents

• acre-20240522.htm (8-K) — 46KB
• acre-20240522_g1.jpg (GRAPHIC) — 195KB
• 0001628280-24-025620.txt ( ) — 676KB
• acre-20240522.xsd (EX-101.SCH) — 2KB
• acre-20240522_lab.xml (EX-101.LAB) — 23KB
• acre-20240522_pre.xml (EX-101.PRE) — 13KB
• acre-20240522_htm.xml (XML) — 3KB

07 Submission of Matters to a Vote Security Holders

Item 5.07 Submission of Matters to a Vote Security Holders. A quorum was present at the Annual Meeting and the Company's stockholders: (i) elected the three Class III directors named below; (ii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024; (iii) approved on a non-binding, advisory basis, the compensation of the Company's named executive officers; and (iv) approved the Second Amendment to Company's Amended and Restated 2012 Equity Incentive Plan. The final voting results from the Annual Meeting were as follows: (1) A proposal to elect three Class III directors to serve until the Company's 2027 annual meeting of stockholders, and until their successors have been duly elected and qualify. VOTES FOR VOTES WITHHELD BROKER NON-VOTES Rand S. April 15,605,948 7,668,545 16,961,667 Bryan P. Donohoe 21,938,381 1,336,112 16,961,667 James E. Skinner 21,809,492 1,465,001 16,961,667 (2) A proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024. VOTES FOR VOTES AGAINST VOTES ABSTAINED 39,361,590 663,208 211,362 (3) A proposal for the non-binding, advisory vote to approve the compensation of the Company's named executive officers. VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 20,811,669 2,091,327 371,497 16,961,667 (4) A proposal to approve the Second Amendment to the Company's Amended and Restated 2012 Equity Incentive Plan. VOTES FOR VOTES AGAINST VOTES ABSTAINED BROKER NON-VOTES 20,365,569 2,608,289 300,635 16,961,667 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10.1 Second Amendment to Ares Commercial Real Estate Corporation Amended and Restated Equity Incentive Plan (incorporated by reference to Exhibit A to the Ares Commercial Real Estate Corporation definitive proxy statement on Schedule 14A for its 2024 Annual Meeting of Stockholders filed on April 4, 2024). 104 Cover Page Interactive Data File (formatted as inline XBRL). 3 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. ARES COMMERCIAL REAL ESTATE CORPORATION Date: May 29, 2024 /s/ Anton Feingold Name: Anton Feingold Title: General Counsel, Vice President and Secretary 4