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): January 22, 2015
Ares Commercial Real Estate Corporation
(Exact name of registrant as specified in its charter)
Maryland |
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001-35517 |
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45-3148087 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
One North Wacker Drive, 48th Floor, Chicago, IL |
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60606 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants 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):
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 January 22, 2015, Brett White resigned, with immediate effect, from the Board of Directors (the Board) and as a member of the audit committee of the Board (the Audit Committee) of Ares Commercial Real Estate Corporation (the Company).
Mr. White resigned as he prepares for a new role as Executive Chairman at a large real estate services company. His resignation did not involve a disagreement with the Company on any matter relating to the Companys operations, policies or practices.
The Board is now comprised of seven members, including four directors who are independent for purposes of the New York Stock Exchange corporate governance listing requirements and rules and regulations of the Securities and Exchange Commission. In addition, Michael H. Diamond was appointed by the Board as a member of the Audit Committee concurrently with Mr. Whites resignation. Mr. Diamond is an independent director for purposes of the New York Stock Exchange corporate governance listing requirements and rules and regulations of the Securities and Exchange Commission.
Item 7.01 Regulation FD Disclosure.
On January 27, 2015, the Company issued a press release announcing the resignation of Mr. White as a director. The text of the press release is attached 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:
Exhibit |
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Exhibit Description |
99.1 |
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Press release dated January 27, 2015. |
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: January 27, 2015 |
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ARES COMMERCIAL REAL ESTATE CORPORATION | |
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By: |
/s/ Anton Feingold |
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Name: |
Anton Feingold |
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Title: |
Secretary |
Exhibit 99.1
ARES COMMERCIAL REAL ESTATE CORPORATION ANNOUNCES BRETT WHITE RESIGNING FROM BOARD OF DIRECTORS
Mr. White Assuming New Executive Position at Large Real Estate Services Company
CHICAGO(BUSINESS WIRE) January 27, 2015 - Ares Commercial Real Estate Corporation (NYSE:ACRE) announced today that Brett White resigned as a member of its Board of Directors effective January 22, 2015. Mr. White stepped down as he prepares for a new role as Executive Chairman at a large real estate services company, beginning in mid-March 2015. Mr. White had been a director of ACRE since April 2013 and also served as a member of its Audit Committee.
Bretts leadership, perspective, and extensive experience in the real estate industry have meaningfully benefited our Company, said Todd Schuster, President and Chief Executive Officer of ACRE. While we are disappointed he can no longer serve on our Board, we wish Brett well in his new role and hope that we can continue to work together in the future.
I will miss serving on ACREs Board of Directors and remain confident that ACRE is moving in the right direction in the hands of a talented board and management team, said Mr. White.
About Ares Commercial Real Estate Corporation
Ares Commercial Real Estate Corporation is a specialty finance company primarily engaged in principal lending and mortgage banking of commercial real estate investments. Through its national direct origination platform, Ares Commercial Real Estate Corporation provides a broad offering of flexible financing solutions for commercial real estate owners and operators. Through ACRE Capital LLC, its Mortgage Banking subsidiary, it originates and services multifamily residential mortgage loans, senior housing and healthcare facilities by utilizing the platforms of Fannie Mae, Freddie Mac and HUD. Ares Commercial Real Estate Corporation elected and qualified to be taxed as a real estate investment trust and is externally managed by a subsidiary of Ares Management, L.P. (NYSE: ARES), a publicly traded, global alternative asset manager with approximately $80 billion of assets under management as of September 30, 2014. For more information, please visit www.arescre.com. The contents of such website are not, and should not be deemed to be, incorporated by reference herein.
Forward-Looking Statements
Statements included herein may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, which relate to future events or the Companys 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 the risks described from time to time in the Companys filings with the Securities and Exchange Commission. Ares Commercial Real Estate Corporation undertakes no duty to update any forward-looking statements made herein.
Contacts:
Ares Commercial Real Estate Corporation
Carl Drake or John Stilmar, 888-818-5298