As filed with the Securities and Exchange Commission on June 30,July 22, 2022
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT UNDER
ARES COMMERCIAL REAL ESTATE CORPORATION
(Exact name of registrant as specified in its charter)
Maryland (State or other jurisdiction of incorporation or organization) | 45-3148087 (I.R.S. Employer Identification No.) |
245 Park Avenue, 42nd Floor
(212) 750-7300
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Anton Feingold
245 Park Avenue, 42nd Floor
(212) 750-7300
:(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including communications sent to agent for service, should be sent to:
Monica J. Shilling
2029 Century Park East, Suite 1400
Tel: (310) 552-4200
Fax: (310) 552-5900
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by market conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐
Large accelerated filer | Accelerated filer | |||||
Non-accelerated filer | Smaller reporting company | |||||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
EXPLANATORY NOTE
Ares Commercial Real Estate Corporation is a Maryland corporation that was formed and commenced investment operations in late 2011. We are a specialty finance company primarily engaged in originating and investing in commercial real estate (“CRE”) loans and related investments. We are externally managed by Ares Commercial Real Estate Management LLC (“ACREM” or our “Manager”), a Securities and Exchange Commission registered investment adviser and a subsidiary of Ares Management Corporation (NYSE: ARES) (“Ares Management”), a publicly traded, leading global alternative asset manager. From the commencement of our operations in late 2011, we have been primarily focused on directly originating and managing a diversified portfolio of CRE debt-related investments for our own account.
Item 16. Exhibits.
Exhibit No. | Exhibit Description | ||||
1.1* | Form of Underwriting Agreement. | ||||
Articles of Amendment and Restatement of Ares Commercial Real Estate Corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 (File No. 001-35517), filed on March 1, 2016). | |||||
Amended and Restated Bylaws of Ares Commercial Real Estate Corporation (incorporated by reference to Exhibit 3.2 to the Registrant’s Form S-8 (File No. 333-181077), filed on May 1, 2012). | |||||
4.2* | Form of Certificate for Preferred Stock of Ares Commercial Real Estate Corporation. | ||||
4.3* | Form of Articles Supplementary with respect to any shares of Preferred Stock. | ||||
4.4* | Form of Warrant Agreement. | ||||
4.5* | Form of Rights Agreement. | ||||
4.6* | Form of Rights Certificate. | ||||
Form of Indenture. | |||||
4.8* | Form of Unit Agreement. | ||||
| Statement of Eligibility on Form T-1 of Trustee under the Indenture. | ||||
* | To be filed by amendment or incorporated by reference in connection with the offering of specific securities. |
** | Previously filed. |
+ | Filed herewith. |
# | To be filed, if applicable, separately on Form 305B2 in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 30,July 22, 2022.
ARES COMMERCIAL REAL ESTATE CORPORATION | |||||
/s/ Bryan Donohoe | |||||
Name: Bryan Donohoe | |||||
Title: Chief Executive Officer (Principal Executive Officer) |
***
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Date | ||||||||
/s/ Bryan Donohoe | Chief Executive Officer | July 22, 2022 | ||||||
Bryan Donohoe | (Principal Executive Officer) | |||||||
/s/ Tae-Sik Yoon | Chief Financial Officer and Treasurer | July 22, 2022 | ||||||
Tae-Sik Yoon | (Principal Financial and Accounting Officer) | |||||||
* | Chairman, Director | |||||||
* | Director | July 22, 2022 | ||||||
Rand S. April | ||||||||
* | Director | |||||||
* | Director | |||||||
Signature | Title | Date | ||||
* | Director |
* | Director | |||||||
* | Director | |||||||
* | Director | |||||||
*/s/ Anton Feingold | ||||||||
Anton Feingold | ||||||||
Attorney-in-fact |