UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) April 25, 2013
Ares Commercial Real Estate Corporation
(Exact name of registrant as specified in its charter)
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Maryland |
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001-35517 |
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45-3148087 |
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(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
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Two North LaSalle Street, Suite 925, Chicago, IL |
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60602 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (312) 324-5900
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 25, 2013, Ares Commercial Real Estate Corporation, a Maryland corporation (the “Company”), increased the size of its board of directors from eight to nine members and Brett White was appointed as an independent Class III director to fill the vacancy created by such increase. In addition, Mr. White joined the Audit Committee of the board of directors.
The initial term of Mr. White, a Class III director, began when he joined the board of directors on April 25, 2013 and will expire at the 2015 annual meeting of stockholders of the Company. The board of directors determined that Mr. White is independent within the meaning of the independence standards of the Securities and Exchange Commission (the “SEC”) and the rules of the New York Stock Exchange. As an independent director, Mr. White will receive the same compensation as that provided to the Company’s other independent directors, as described in detail in the Company’s other filings with the SEC.
Mr. White was the chief executive officer of CBRE Group, Inc., the world’s largest commercial real estate services and investment firm, based on 2012 revenue, from June 2005 until his retirement on November 30, 2012, after which time he joined Blum Capital Partners, L.P., as a Managing Partner. Mr. White also served as CBRE’s president from September 2001 to March 2010. CBRE Group is a Fortune 500 and S&P 500 company listed on the New York Stock Exchange. Mr. White served as a member of the board of directors of CBRE Group and its predecessor company from 1998 until his appointment to the Company’s board of directors. Prior to becoming CBRE’s president, Mr. White was chairman of the Americas of CB Richard Ellis Services, Inc. from 1999 to 2001 and was its president of brokerage services from 1997 to 1999. Prior to that, Mr. White held various sales and management positions beginning in 1984. Mr. White serves as a member of the board of directors of Realogy Holdings, Corp., Edison International and its wholly owned subsidiary, California Edison Company, a California public utility company. Mr. White is a trustee of the University of San Francisco, and he has been involved in a number of civic and charitable organizations, including the Los Angeles Museum of Contemporary Art and Junior Achievement.
Item 7.01 Regulation FD Disclosure.
On April 26, 2013, the Company issued a press release announcing the increase in the size of its board of directors, Mr. White’s appointment to its board of directors, and Mr. White’s appointment to the Audit Committee. The text of the press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit |
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Description |
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99.1 |
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Press Release, dated April 26, 2013. |
SIGNATURES
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: April 26, 2013
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ARES COMMERCIAL REAL ESTATE CORPORATION | |
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By: |
/s/ John B. Bartling, Jr. |
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John B. Bartling, Jr. |
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Chief Executive Officer |
Exhibit 99.1
Ares Commercial Real Estate Corporation Appoints Former CEO of CBRE to its Board of Directors
Brett White Brings Significant Experience and Leadership to ACRE Board
CHICAGO, IL —April 26, 2013—Ares Commercial Real Estate Corporation (NYSE: ACRE) announced today that it has appointed Brett White to its Board of Directors. Mr. White was Chief Executive Officer of CBRE Group, Inc. (NYSE:CBG), a member of the S&P 500 Index and the world’s largest commercial real estate services and investment firm, based on 2012 revenue. Mr. White joined CBRE Group, Inc. in 1984, held various leadership positions beginning in 1997, and served as its CEO from 2005 until his retirement in 2012, after which time he joined Blum Capital Partners, L.P., as a Managing Partner.
“We are very pleased to bring to our Board such an accomplished commercial real estate executive with three decades of experience and a long track record of building a world class organization,” commented John Bartling, Chief Executive Officer of Ares Commercial Real Estate Corporation. “We believe Brett’s guidance and insight will be invaluable to the growth of our business.”
About Ares Commercial Real Estate Corporation
Ares Commercial Real Estate Corporation is a specialty finance company that originates, invests in and manages middle-market commercial real estate loans and other commercial real estate investments. Through its national direct origination platform, Ares Commercial Real Estate Corporation provides flexible financing solutions for middle market borrowers. Ares Commercial Real Estate Corporation intends to elect to be taxed as a real estate investment trust and is externally managed by an affiliate of Ares Management LLC, a global alternative asset manager with approximately $59 billion in committed capital under management as of December 31, 2012. For more information, please visit our website at arescre.com.
Forward-Looking Statements
Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Ares Commercial Real Estate Corporation undertakes no duty to update any forward-looking statements made herein.
Contact:
Ares Commercial Real Estate Corporation
Carl Drake
(404) 814-5204
cdrake@aresmgmt.com