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): May 25, 2017
 
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.)
 
245 Park Avenue, 42 nd  Floor, New York, NY
 
10167
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code (212) 750-7300
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company x
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 13(a) of the Exchange Act.   x  
 



Item 1.01  Entry into a Material Definitive Agreement.
 
On May 25, 2017, ACRC Lender B LLC (“ACRC Lender B”), a subsidiary of Ares Commercial Real Estate Corporation, entered into an amendment to its existing $125 million Amended and Restated Bridge Loan Warehousing Credit and Security Agreement with Bank of America, N.A. (the “BAML Facility”). The purpose of the amendment was to, among other things, extend the period during which ACRC Lender B may request individual loans under the BAML Facility to May 24, 2018. In addition, the final maturity date of the BAML Facility was extended by 12 months to May 25, 2021.
 
The foregoing description is only a summary of certain material provisions of the amendment to the BAML Facility and is qualified in its entirety by reference to a copy of such agreement, which is filed herewith as Exhibit 10.1.
 
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
 
(d)        Exhibits:
 
Exhibit
Number
 
Exhibit Description
10.1
 
Amendment No. 1 to Amended and Restated Bridge Loan Warehousing Credit and Security Agreement, dated as of August 8, 2016, by and among ACRC Lender B LLC, Bank of America, N.A., as Administrative Agent and Lender and the other Lenders.



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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:       May 30, 2017
 
 
ARES COMMERCIAL REAL ESTATE CORPORATION
 
 
 
 
By:
/s/ Anton Feingold
 
Name:
Anton Feingold
 
Title:
Vice President and Secretary
 


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Exhibit 10.1

AMENDMENT NO. 1
TO
AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING
CREDIT AND SECURITY AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING CREDIT AND SECURITY AGREEMENT (this “ Amendment ”) is entered into as of May 25, 2017, by and among ACRC LENDER B LLC, a Delaware limited liability company (the “ Borrower ”), the Persons party to the Credit Agreement (as defined herein) from time to time as lenders (the “ Lenders ”) and BANK OF AMERICA, N.A., a national banking association, as a Lender and in its capacity as administrative agent for the Lenders under the Credit Agreement (in its capacity as administrative agent, the “ Administrative Agent ”).

RECITALS
Reference is made to the following:     
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Amended and Restated Bridge Loan Warehousing Credit and Security Agreement, dated as of August 8, 2016 (as amended, restated, supplemented, extended, renewed or otherwise modified from time to time, the “ Credit Agreement ”). Capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as ascribed to them in the Credit Agreement;
WHEREAS, as of the date hereof, Bank of America, N.A. is the sole Lender party to the Credit Agreement, whose due execution and delivery of this Amendment shall constitute the unanimous written approval of all Lenders pursuant to Section 10.16(b) of the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent extend the Borrowing Expiration Date to May 24, 2018; and
WHEREAS, in response to such request, the parties have agreed to amend the Credit Agreement solely upon the terms and conditions set forth herein, it being the intention of the parties that such amendment shall not constitute a novation of the obligations of the Borrower under the Credit Agreement and the other Loan Documents.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Borrower, the Lenders and the Administrative Agent, the parties hereto agree as follows:

Section 1.      Amendments to Credit Agreement .
Section 1.1.      Extension of Borrowing Expiration Date . The definition of “Borrowing Expiration Date” set forth in Section 12.1 of the Credit Agreement is hereby amended by deleting the reference to “May 25, 2017” contained therein and replacing it with “May 24, 2018”.
Section 1.2.      Extension of Warehousing Maturity Date . The definition of “Warehousing Maturity Date” set forth in Section 12.1 of the Credit Agreement is hereby amended by adding “(or if such date is not a Business Day, the next following Business Day)” after “Borrowing Expiration Date”.



Section 2.      Ratification . Except as hereby amended, the Credit Agreement, all other Loan Documents and each provision thereof are hereby ratified and confirmed in every respect and shall continue in full force and effect, and this Amendment shall not be, and shall not be deemed to be, a waiver of any Default or Event of Default, or of any covenant, term or provision of the Credit Agreement or the other Loan Documents.
Section 3.      Representations and Warranties . The Borrower represents and warrants to the Lenders as of the effective date of this Amendment that, assuming the due execution and delivery of this Amendment: (a) no Default or Event of Default is in existence, from and after, or will result from, the execution and delivery of this Amendment or the consummation of any transactions contemplated hereby; (b) each of the representations and warranties of the Borrower in the Credit Agreement and the other Loan Documents is true and correct in all material respects on the effective date of this Amendment (except for representations and warranties limited as to time or with respect to a specific event, which representations and warranties shall continue to be limited to such time or event); and (c) this Amendment and the Credit Agreement (as amended by this Amendment) are legal, valid and binding agreements of the Borrower and are enforceable against it in accordance with their terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other Laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.
Section 4.      Conditions Precedent . The representations, warranties, covenants and agreements set forth in this Amendment are conditional and this Amendment shall not be effective until the Administrative Agent receives (a) fully-executed counterpart originals of this Amendment; (b) the other agreements, certificates and other documents listed on the closing checklist attached hereto as Exhibit A; and (c) payment by the Borrower of the fees required to be paid pursuant to the Fee Letter listed on Exhibit A attached hereto on or prior to the date hereof and all of the Administrative Agent’s costs and expenses associated with the preparation, negotiation, execution and delivery and administration of this Amendment and the Credit Agreement that have been invoiced at least (1) Business Day before the date hereof, including, without limitation, the Administrative Agent’s reasonable attorney fees.
Section 5.      Counterparts . This Amendment may be executed and delivered in any number of counterparts with the same effect as if the signatures on each counterpart were upon the same instrument.
Section 6.      Amendment as Loan Document . Each party hereto agrees and acknowledges that this Amendment constitutes a “Loan Document” under and as defined in the Credit Agreement.
Section 7.      Successors and Assigns . This Amendment shall be binding upon each of the Borrower, the Lenders, the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of each of the Lenders’ and the Administrative Agent’s respective successors and assigns.
Section 8.      Headings . Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
Section 9.      Expenses . The Borrower agrees to promptly reimburse the Administrative Agent and the Lenders for all reasonable expenses, including, without limitation, reasonable fees and expenses of outside legal counsel, it has heretofore incurred or hereafter incurs in connection with the preparation, negotiation and execution of this Amendment and all other instruments, documents and agreements executed and delivered in connection with this Amendment.
Section 10.      Integration . This Amendment contains the entire understanding of the parties hereto with regard to the subject matter contained herein. This Amendment supersedes all prior or contemporaneous

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negotiations, promises, covenants, agreements and representations of every nature whatsoever with respect to the matters referred to in this Amendment, all of which have become merged and finally integrated into this Amendment. Each of the parties hereto understands that in the event of any subsequent litigation, controversy or dispute concerning any of the terms, conditions or provisions of this Amendment, no party shall be entitled to offer or introduce into evidence any oral promises or oral agreements between the parties relating to the subject matter of this Amendment not included or referred to herein and not reflected by a writing included or referred to herein.
Section 11.      No Course of Dealing . The Administrative Agent and the Lenders have entered into this Amendment on the express understanding with the Borrower that in entering into this Amendment the Administrative Agent and the Lenders are not establishing any course of dealing with the Borrower. The Administrative Agent’s and the Lenders’ rights to require performance pursuant to and in accordance with all of the terms and conditions of the Credit Agreement and the other Loan Documents shall not in any way be impaired by the execution of this Amendment. None of the Administrative Agent and the Lenders shall be obligated in any manner to execute any further amendments or waivers and if such waivers or amendments are requested in the future, assuming the terms and conditions thereof are satisfactory to them, the Administrative Agent and the Lenders may require the payment of fees in connection therewith.
Section 12. Governing Law; Jurisdiction; Waiver of Jury Trial . This Amendment shall be governed by the provisions of the Credit Agreement pertaining to governing law, jurisdiction and waiver of jury trial. In furtherance of the foregoing, the provisions of Sections 11.5, 11.11 and 11.12 of the Credit Agreement are hereby incorporated by reference, mutatis mutandis.

[Remainder of Page Intentionally Left Blank]






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SIGNATURE PAGE TO AMENDMENT NO. 1 TO
AMENDED AND RESTATED BRIDGE LOAN WAREHOUSING
CREDIT AND SECURITY AGREEMENT

IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to Amended and Restated Bridge Loan Warehousing Credit and Security Agreement to be duly executed by their duly authorized officers or representatives, all as of the date first above written.


BORROWER :

ACRC LENDER B LLC ,
a Delaware limited liability company

By: /s/ John B. Jardine ___________
Name: John B. Jardine ___________
Title: Co-Chief Executive Officer __


ADMINISTRATIVE AGENT AND
SOLE LENDER :

BANK OF AMERICA, N.A ,
a national banking association,

By: /s/ Chris Guthrie ___________
Name: Chris Guthrie ___________
Title: Vice President ___________



[Remainder of Page Intentionally Left Blank; Signatures Continue on Next Page]





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By executing this Amendment in the space provided below, the Guarantor hereby ratifies and confirms the Guaranty in every respect and acknowledges that the Guaranty continues in full force and effect, and that the consent and agreements set forth in this Amendment do not establish any course of dealing among the parties.


GUARANTOR :

ARES COMMERCIAL REAL ESTATE CORPORATION

By: /s/ John B. Jardine ___________
Name: John B. Jardine ___________
Title: Co-Chief Executive Officer __


By executing this Amendment in the space provided below, ACRC Warehouse Holdings LLC (the “ Pledgor ”) hereby ratifies and confirms the Pledge Agreement in every respect and acknowledges that the Pledge Agreement continues in full force and effect, and that the consent and agreements set forth in this Amendment do not establish any course of dealing among the parties.


PLEDGOR :

ACRC WAREHOUSE HOLDINGS LLC

By: /s/ John B. Jardine ___________
Name: John B. Jardine ___________
Title: Co-Chief Executive Officer __


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