Item 1.01. Entry into a Material Definitive Agreement.
Underwriting Agreement OnJanuary 22, 2020 ,Ares Commercial Real Estate Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement"), by and among the Company,Ares Commercial Real Estate Management LLC , the Company's external manager, andWells Fargo Securities, LLC ,Citigroup Global Markets, LLC andMorgan Stanley & Co. LLC , as representatives of the several underwriters listed therein (collectively, the "Underwriters"). Pursuant to the terms of the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to the terms and conditions set forth in the Underwriting Agreement, an aggregate of 4,000,000 shares of the Company's common stock, par value$0.01 per share. In addition, the Company granted to the Underwriters a 30-day option to purchase up to an additional 600,000 shares. The public offering closed onJanuary 27, 2020 and generated net proceeds of approximately$63.3 million , after deducting estimated transaction expenses. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to sell or transfer any shares of its common stock or any securities convertible into or exercisable or exchangeable for common stock for 45 days afterJanuary 22, 2020 without first obtaining the written consent of the Underwriters. The foregoing description of the material terms of the Underwriting Agreement is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and is incorporated herein by reference. The Offering was made pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-232742), which was originally filed with theSecurities and Exchange Commission onJuly 19, 2019 , and the related prospectus supplement and accompanying prospectus. A copy of the opinion ofVenable LLP regarding the legality of the shares of common stock is attached as Exhibit 5.1 to this Current Report on Form 8-K and a copy of the opinion ofKirkland & Ellis LLP regarding certain tax matters is attached as Exhibit 8.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 1.1 Underwriting Agreement datedJanuary 22, 2020 , by and among the Company, the Manager,Wells Fargo Securities, LLC , Citigroup Global Markets Inc. andMorgan Stanley & Co. LLC , as representatives of the several Underwriters listed on Exhibit A thereto. 5.1 Opinion ofVenable LLP regarding the legality of the shares of common stock 8.1 Opinion ofKirkland & Ellis LLP regarding certain tax matters 23.1 Consent ofVenable LLP (included in Exhibit 5.1) 23.2 Consent ofKirkland & Ellis LLP (included in Exhibit 8.1)
--------------------------------------------------------------------------------
© Edgar Online, source