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) November 5, 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 November 5, 2013, Ares Commercial Real Estate Corporation (the “Company”) issued a press release announcing that its wholly owned indirect subsidiary ACRC 2013-FL1 Depositor LLC had received commitments from investors for the purchase of approximately $395,027,000 principal balance Commercial Mortgage Pass-Through Certificates (the “Certificates”) pursuant to an offering made privately in transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).  The Certificates will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

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, 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 November 5, 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:       November 5, 2013

ARES COMMERCIAL REAL ESTATE CORPORATION
By:	/s/ Timothy B. Smith
Name:	Timothy B. Smith
Title:	Vice President

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Exhibit Index

Exhibit Number	Exhibit Description
99.1	Press Release, dated November  5, 2013.

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EX-99.1

Exhibit 99.1

ARES COMMERCIAL REAL ESTATE CORPORATION ANNOUNCES
CMBS SECURITIZATION

Chicago, IL—November 5, 2013—Ares Commercial Real Estate Corporation (NYSE: ACRE) (the “Company”) announced that its wholly owned indirect subsidiary ACRC 2013-FL1 Depositor LLC (the “Depositor”) has received commitments from investors for the purchase of approximately $395,027,000 principal balance of commercial-mortgage backed securities.

The commitments were made in connection with the offer and sale by the Depositor of approximately $493,782,965 principal balance of Commercial Mortgage Pass-Through Certificates (the “Certificates”), approximately $395,027,000 principal balance of which was offered to third parties.  The Certificates will be backed by approximately $493,782,965 outstanding principal balance of commercial and multifamily mortgage loans originated or co-originated by ACRC Lender LLC, an indirect wholly owned subsidiary of the Company.  The Company expects to retain (either directly or through one of its wholly owned subsidiaries) approximately $98,755,965 principal balance of the non-investment grade tranches of the Certificates, which Certificates were not offered to investors.  The initial weighted average coupon of the Certificates is expected to be LIBOR plus 1.89%.

The Certificates will not be registered under the Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  The Offering was made privately in transactions exempt from the registration requirements of the Securities Act.

The closing of the Offering is subject to a number of customary closing conditions and is expected to close on or about November 19, 2013.  The gross proceeds to the Depositor from the Offering (not including the retained Certificates) are expected to be approximately $395 million.

Ares Commercial Real Estate Corporation intends to use the entire amount of the net proceeds of this offering to repay outstanding amounts under its secured funding facilities (which will increase the availability of funds under such facilities that it can use to invest in additional target assets).

This press release is not an offer to sell any securities of the Company and is not soliciting an offer to buy such securities. It is issued pursuant to Rule 135c under the Securities Act.

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 or on the webcast/conference call.

Ares Commercial Real Estate Corporation

Carl Drake, 404-814-5204

cdrake@aresmgmt.com