8-K

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) June 17, 2013

Ares Commercial Real Estate Corporation

(Exact name of registrant as specified in its charter)

Maryland	001-35517	45-3148087
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One North Wacker Drive, 48th Floor, Chicago, IL	60606
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (312) 252-7500

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):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events.

On June 17, 2013, Ares Commercial Real Estate Corporation (the “Company”) issued a press release announcing that it plans to make a public offering of 18,000,000 shares of its common stock.  The Company also plans to grant the underwriters an option to purchase up to an additional 2,700,000 shares of common stock.  A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information disclosed under this Item 8.01, 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. The furnishing of this information pursuant to Item 8.01 shall not be deemed an admission by the Company as to the materiality of such information.

Item 9.01  Financial Statements and Exhibits.

(d)                           Exhibits:

Exhibit Number	Exhibit Description
99.1	Press Release, dated June 17, 2013.

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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.

Date:       June 17, 2013

ARES COMMERCIAL REAL ESTATE CORPORATION
By:	/s/ Tae-Sik Yoon
Name:	Tae-Sik Yoon
Title:	Chief Financial Officer

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Exhibit Index

Exhibit Number	Exhibit Description
99.1	Press Release, dated June 17, 2013.

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EX-99.1

Exhibit 99.1

ARES COMMERCIAL REAL ESTATE CORPORATION ANNOUNCES
PUBLIC OFFERING

Chicago, IL—June 17, 2013—Ares Commercial Real Estate Corporation (NYSE:  ACRE) (the “Company”) announced that it plans to make a public offering of 18,000,000 shares of its common stock.  The Company also plans to grant the underwriters an option to purchase up to an additional 2,700,000 shares of common stock.  The offering of the shares will be made under the Company’s shelf registration statement, which was filed with, and declared effective by, the Securities and Exchange Commission.

The Company intends to use the net proceeds from this offering to invest in target investments as described in the Company’s prospectus supplement, repay indebtedness, fund future funding commitments on existing loans and for other general corporate purposes. Depending upon the timing of the closing of the proposed loans in our pipeline, the closing of the acquisition of Alliant Capital and the receipt of funds from other financings, the Company may utilize a portion of the net proceeds of this offering to fund a portion of the purchase price of Alliant Capital.

Credit Suisse, Citigroup, Wells Fargo Securities, BofA Merrill Lynch and J.P. Morgan are acting as joint book-running managers for this offering. JMP Securities, Keefe, Bruyette & Woods, a Stifel Company, and RBC Capital Markets are acting as co-managers in the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state.

The offering may be made only by means of a preliminary prospectus supplement and any accompanying prospectus, copies of which may be obtained from Credit Suisse Securities (USA) LLC, Attention: Credit Suisse Prospectus Department, One Madison Avenue, New York, NY 10010 (Tel: 800-221-1037) or email: newyork.prospectus@credit-suisse.com; Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 (Tel: 800-831-9146); and Wells Fargo Securities, LLC, Attn: Equity Syndicate Department, 375 Park Avenue, New York, NY  10152 (Tel: 800-326-5897) or email: cmclientsupport@wellsfargo.com.

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 March 31, 2013.

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

Carl Drake

Ares Commercial Real Estate Corporation

(888) 818-5298

cdrake@aresmgmt.com

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