ACRES Commercial Realty Corp
For the period ended Mar 31, 2024. Filed May 8, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 8, 2024
ACR$11.65-3.3%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 6. Exhibits
| Exhibit No. | Description |
| 2.1 | Asset Purchase Agreement, dated June 6, 2017, by and among Stearns Lending, LLC, Primary Capital Mortgage, LLC, and Resource Capital Corp. (10) |
| 3.1(a) | Amended and Restated Articles of Incorporation of Resource Capital Corp. (1) |
| 3.1(b) | Articles of Amendment to Restated Certificate of Incorporation of Resource Capital Corp. (9) |
| 3.1(c) | Articles Supplementary 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock. (7) |
| 3.1(d) | Articles Supplementary 7.875% Series D Cumulative Redeemable Preferred Stock, as corrected. (24) |
| 3.1(e) | Articles of Amendment, effective May 25, 2018. (12) |
| 3.1(f) | Articles of Amendment, effective February 16, 2021. (21) |
| 3.1(g) | Articles of Amendment, effective May 28, 2021. (25) |
| 3.2 | Fourth Amended and Restated Bylaws of ACRES Commercial Realty Corp. (21) |
| 4.1(a) | Form of Certificate for Common Stock for Resource Capital Corp. (1) |
| 4.1(b) | Form of Certificate for 8.625% Fixed-to-Floating Series C Cumulative Redeemable Preferred Stock. (7) |
| 4.1(c) | Form of Certificate for 7.875% Series D Cumulative Redeemable Preferred Stock. (24) |
| 4.2(a) | Junior Subordinated Indenture between Resource Capital Corp. and Wells Fargo Bank, N.A., dated May 25, 2006. (2) |
| 4.2(b) | Amendment to Junior Subordinated Indenture and Junior Subordinated Note due 2036 between Resource Capital Corp. and Wells Fargo Bank, N.A., dated October 26, 2009 and effective September 30, 2009. (6) |
| 4.3(a) | Amended and Restated Trust Agreement among Resource Capital Corp., Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company and the Administrative Trustees named therein, dated May 25, 2006. (2) |
| 4.3(b) | Amendment to Amended and Restated Trust Agreement and Preferred Securities Certificate among Resource Capital Corp., Wells Fargo Bank, N.A. and the Administrative Trustees named therein, dated October 26, 2009 and effective September 30, 2009. (6) |
| 4.4 | Junior Subordinated Note due 2036 in the principal amount of $25,774,000, dated October 26, 2009. (6) |
| 4.5(a) | Junior Subordinated Indenture between Resource Capital Corp. and Wells Fargo Bank, N.A., dated September 29, 2006. (3) |
| 4.5(b) | Amendment to Junior Subordinated Indenture and Junior Subordinated Note due 2036 between Resource Capital Corp. and Wells Fargo Bank, N.A., dated October 26, 2009 and effective September 30, 2009. (6) |
| 4.6(a) | Amended and Restated Trust Agreement among Resource Capital Corp., Wells Fargo Bank, N.A., Wells Fargo Delaware Trust Company and the Administrative Trustees named therein, dated September 29, 2006. (3) |
| 4.6(b) | Amendment to Amended and Restated Trust Agreement and Preferred Securities Certificate among Resource Capital Corp., Wells Fargo Bank, N.A. and the Administrative Trustees named therein, dated October 26, 2009 and effective September 30, 2009. (6) |
| 4.7 | Junior Subordinated Note due 2036 in the principal amount of $25,774,000, dated October 26, 2009. (6) |
| 4.8 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (35) |
| 4.9(a) | Base Indenture, dated August 16, 2021, between the Company and the Trustee. (28) |
| 4.9(b) | First Supplemental Indenture, dated August 16, 2021, between the Company and the Trustee. (28) |
| 4.9(c) | Form of 5.75% Senior Note due 2026 (included in Exhibit 4.9(b)). |
| 10.1(a) | Fourth Amended and Restated Management Agreement, dated as of July 31, 2020, by and among Exantas Capital Corp., ACRES Capital, LLC and ACRES Capital Corp. (16) |
| 10.1(b) | First Amendment to Fourth Amended and Restated Management Agreement, dated as of February 16, 2021, by and among ACRES Commercial Realty Corp. f/k/a Exantas Capital Corp., ACRES Capital, LLC and ACRES Capital Corp. (22) |
| 10.1(c) | Second Amendment to Fourth Amended and Restated Management Agreement, dated as of May 6, 2022, by and among ACRES Commercial Realty Corp. f/k/a Exantas Capital Corp., ACRES Capital, LLC and ACRES Capital Corp. (36) |
| 10.1(d) | Third Amendment to Fourth Amended and Restated Management Agreement, dated February 15, 2024, by and among ACRES Commercial Realty Corp., ACRES Capital, LLC and ACRES Capital Corp.(45) |
| 10.2(a) | Second Amended and Restated Omnibus Equity Compensation Plan. (14) |
| 10.2(b) | Amendment No. 1 to the Exantas Capital Corp. Second Amended and Restated Omnibus Equity Compensation Plan. (17) |
| 10.2(c) | Third Amended and Restated Omnibus Equity Compensation Plan. (23) |
| 10.2(d) | Form of Stock Award Agreement. (8) |
| 10.2(e) | Form of Stock Award Agreement (for employees with Resource America, Inc. employment agreements). (8) |
| 10.3 | Form of Indemnification Agreement. (11) |
| 10.4(a) | Loan and Servicing Agreement, dated as of July 31, 2020, among RCC Real Estate SPE Holdings LLC, as Holdings, RCC Real Estate SPE 9 LLC, as the Borrower, Massachusetts Mutual Life Insurance Company and the other Lenders from time to time party thereto, Wells Fargo Bank, National Association, as the Administrative Agent, Massachusetts Mutual Life Insurance Company, as the Facility Servicer, ACRES Capital Servicing LLC, as the Portfolio Asset Servicer, and Wells Fargo Bank, National Association, as the Collateral Custodian. (16) |
| 10.4(b) | First Amendment to Loan and Servicing Agreement, dated as of September 16, 2020, among RCC Real Estate SPE Holdings LLC, RCC Real Estate SPE 9 LLC, Massachusetts Mutual Life Insurance Company and Wells Fargo Bank, National Association, as the Administrative Agent. (18) |
| 10.4(c) | Second Amendment to Loan and Servicing Agreement, dated as of May 25, 2021, among RCC Real Estate SPE Holdings LLC, RCC Real Estate SPE 9 LLC, Massachusetts Mutual Life Insurance Company and Wells Fargo Bank, National Association as the Administrative Agent. (27) |
| 10.4(d) | Third Amendment to Loan and Servicing Agreement, dated as of August 16, 2021, among RCC Real Estate SPE Holdings LLC, RCC Real Estate SPE 9 LLC, the Lenders party thereto and Massachusetts Mutual Life Insurance Company and Wells Fargo Bank, National Association as the Administrative Agent.(33) |
| 10.4(e) | Fourth Amendment to Loan and Servicing Agreement, dated as of April 12, 2022, among RCC Real Estate SPE Holdings LLC, RCC Real Estate SPE 9 LLC, the Lenders party thereto and Massachusetts Mutual Life Insurance Company and Wells Fargo Bank, National Association as the Administrative Agent. (36) |
| 10.4(f) | Fifth Amendment to Loan and Servicing Agreement, dated as of July 26, 2022, among RCC Real Estate SPE Holdings LLC, RCC Real Estate SPE 9 LLC, the Lenders party thereto and Massachusetts Mutual Life Insurance Company and Wells Fargo Bank, National Association as the Administrative Agent. (37) |
| 10.4(g) | Sixth Amendment to Loan and Servicing Agreement, dated as of August 29, 2022, among RCC Real Estate SPE Holdings LLC, RCC Real Estate SPE 9 LLC, the Lenders party thereto and Massachusetts Mutual Life Insurance Company and Wells Fargo Bank, National Association as the Administrative Agent. (38) |
| 10.4(h) | Guaranty, dated as of July 31, 2020, by Exantas Capital Corp., and each of Exantas Real Estate Funding 2018-RSO6 Investor, LLC, Exantas Real Estate Funding 2019-RSO7 Investor, LLC, and Exantas Real Estate Funding 2020-RSO8 Investor, LLC, in favor of the Secured Parties. (16) |
| 10.4(i) | Amended and Restated Loan and Servicing Agreement, dated as of December 22, 2022, among RCC Real Estate SPE Holdings LLC, RCC Real Estate SPE 9 LLC, Plymouth Meeting Holdings, LLC, Exantas Phili Holdings, LLC, ACRES Real Estate TRS 9 LLC, Massachusetts Mutual Life Insurance Company and ACRES Capital Servicing. (40) |
| 10.4(j) | Guaranty, dated May 25, 2021 between Exantas Phili Holdings, LLC in favor of the Secured Parties. (36) |
| 10.4(k) | Guaranty, dated May 25, 2021 between 65 E. Wacker Holdings, LLC in favor of the Secured Parties. (36) |
| 10.4(l) | Guaranty, dated May 25, 2021 between Plymouth Meeting Holdings, LLC in favor of the Secured Parties. (36) |
| 10.4(m) | Pledge and Guaranty Agreement, dated August 16, 2021 between ACRES Real Estate TRS 9 LLC in favor of the Secured Parties. (36) |
| 10.4(n) | Guaranty, dated April 12, 2022 between Appleton Hotel Holdings, LLC and Appleton Hotel Leasing, LLC in favor of the Secured Parties. (36) |
| 10.5(a) | Note and Warrant Purchase Agreement, dated as of July 31, 2020, by and among Exantas Capital Corp. and the Purchasers signatory thereto. (16) |
| 10.5(b) | Agreement between the Company, OCM XAN Holdings PT, LLC and the Massachusetts Mutual Life Insurance Company, dated August 18, 2021. (29) |
| 10.5(c) | Amendment No. 1 to Note and Warrant Purchase Agreement, dated January 31, 2022, between ACRES Commercial Realty Corp. and the Purchasers signatory thereto. (34) |
| 10.6 | Promissory Note, dated as of July 31, 2020, issued by ACRES Capital Corp. to RCC Real Estate, Inc. (16) |
| 10.7(a) | Manager Incentive Plan. (23) |
| 10.7(b) | Form of Stock Award Agreement Under the Manager Incentive Plan. (26) |
| 10.8 | Equity Distribution Agreement, dated October 4, 2021, by and among ACRES Commercial Realty Corp., ACRES Capital, LLC and JonesTrading Institutional Services LLC. (31) |
| 10.9(a) | Building Loan Agreement, dated as of January 24, 2023 between Chapel Drive East, LLC and Oceanview Life and Annuity Company. (42) |
| 10.9(b) | Guaranty Agreement executed January 24, 2023 by Jason Pollack, Frank Dellaglio and ACRES Realty Funding, Inc. for the benefit of Oceanview Life and Annuity Company. (39) |
| 10.9(c) | Completion Guaranty Agreement executed January 24, 2023 by Jason Pollack, Frank Dellaglio and ACRES Realty Funding, Inc. for the benefit of Oceanview Life and Annuity Company. (39) |
| 10.9(d) | Carry Guaranty Agreement executed January 24, 2023 by Jason Pollack, Frank Dellaglio and ACRES Realty Funding, Inc. for the benefit of Oceanview Life and Annuity Company. (39) |
| 10.9(e) | Environmental Indemnity Agreement executed January 24, 2023 by Jason Pollack, Frank Dellaglio and ACRES Realty Funding, Inc. in favor of Oceanview Life and Annuity Company. (39) |
| 31.1 | Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Executive Officer. |
| 31.2 | Rule 13a-14(a)/Rule 15d-14(a) Certification of Chief Financial Officer. |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350. |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350. |
| 97.1 | Policy for the Recovery of Erroneously Awarded Compensation. (45) |
| 99.1(a) | Master Repurchase Agreement for $250,000,000 between RCC Real Estate SPE 8, LLC, as Seller, and JPMorgan Chase Bank, National Association, as Buyer, dated October 26, 2018. (13) |
| 99.1(b) | First Amendment to Uncommitted Master Repurchase Agreement dated as of August 14, 2020 between RCC Real Estate SPE 8, LLC and JPMorgan Chase Bank, National Association. (20) |
| 99.1(c) | Amendment No. 2 to Master Repurchase Agreement, dated September 1, 2021 between RCC Real Estate SPE 8, LLC and JPMorgan Chase Bank, National Association. (30) |
| 99.1(d) | Amendment No. 3 to Master Repurchase Agreement and Guarantee Agreement, dated October 26, 2021 between RCC Real Estate SPE 8, LLC, JPMorgan Chase Bank, National Association and ACRES Commercial Realty Corp., as guarantor (32) |
| 99.1(e) | Amendment No. 4 to Master Repurchase Agreement, dated July 21, 2023, between RCC Real Estate SPE 8, LLC and JPMorgan Chase Bank, National Association. (43) |
| 99.1(f) | Guarantee made by Exantas Capital Corp., as guarantor, in favor of JPMorgan Chase Bank, National Association, dated October 26, 2018. (13) |
| 99.1(g) | First Amendment to Guarantee Agreement, dated May 6, 2020, between Exantas Capital Corp. and JPMorgan Chase Bank, National Association. (15) |
| 99.1(h) | Amendment No. 2 To Guarantee Agreement, dated October 2, 2020 between Exantas Capital Corp. and JPMorgan Chase Bank, National Association. (19) |
| 99.1(i) | Amendment No. 4 To Guarantee Agreement, dated November 17, 2022 between ACRES Commercial Realty Corp. and JPMorgan Chase Bank, National Association. (41) |
| 99.1(j) | Amendment No. 5 to Guarantee Agreement, dated July 21, 2023, between ACRES Commercial Realty Corp. and JPMorgan Chase Bank, National Association. (43) |
| 99.2(a) | Master Repurchase and Securities Contract Agreement between ACRES Real Estate SPE 10, LLC, as Seller, and Morgan Stanley Mortgage Capital Holdings LLC, as Administrative Agent, dated November 3, 2021. (33) |
| 99.2(b) | First Amendment to Master Repurchase and Securities Contract Agreement, dated January 28, 2022, between ACRES Real Estate SPE 10, LLC and Morgan Stanley Mortgage Capital Holdings LLC, as Administrative Agent. (34) |
| 99.2(c) | Guaranty made by ACRES Commercial Realty Corp., as Guarantor, in favor of Morgan Stanley Mortgage Capital Holdings LLC, dated November 3, 2021. (33) |
| 99.2(d) | Amendment No. 1 to Guaranty, dated November 18, 2022 between ACRES Commercial Realty Corp. and Morgan Stanley Mortgage Capital Holdings LLC. (41) |
| 99.2(e) | Amendment No. 2 to Guaranty, dated November 3, 2023 between ACRES Commercial Realty Corp. and Morgan Stanley Mortgage Capital Holdings LLC. (44) |
| 99.3 | Material Federal Income Tax Considerations. (45) |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents. |
| 104 | Cover Page Interactive Data File. |
| (1) | Filed previously as an exhibit to the Company’s Registration Statement on Form S-11, Registration No. 333-126517. |
| (2) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. |
| (3) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006. |
| (4) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. |
| (5) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on June 26, 2014. |
| (6) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009. |
| (7) | Filed previously as an exhibit to the Company’s Registration Statement on Form 8-A filed on June 9, 2014. |
| (8) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. |
| (9) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on September 1, 2015. |
| (10) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on June 8, 2017. |
| (11) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. |
| (12) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on May 25, 2018. |
| (13) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on October 30, 2018. |
| (14) | Filed previously as an exhibit to the Company’s Proxy Statement filed on April 18, 2019. |
| (15) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020. |
| (16) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on August 3, 2020. |
| (17) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020. |
| (18) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on September 22, 2020. |
| (19) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on October 7, 2020. |
| (20) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. |
| (21) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on February 18, 2021. |
| (22) | Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. |
| (23) | Filed previously as an exhibit to the Company’s Proxy Statement filed on April 12, 2021. |
| (24) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on May 21, 2021. |
| (25) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on June 1, 2021. |
| (26) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on June 9, 2021. |
| (27) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021. |
| (28) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on August 17, 2021. |
| (29) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on August 20, 2021. |
| (30) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on September 2, 2021. |
| (31) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on October 7, 2021. |
| (32) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on October 29, 2021. |
| (33) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021. |
| (34) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on February 3, 2022. |
| (35) | Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
| (36) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. |
| (37) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on July 27, 2022. |
| (38) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on August 30, 2022. |
| (39) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on January 25, 2023. |
| (40) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on December 22, 2022. |
| (41) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on November 18, 2022. |
| (42) | Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. |
| (43) | Filed previously as an exhibit to the Company’s Current Report on Form 8-K filed on July 25, 2023. |
| (44) | Filed previously as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. |
| (45) | Filed previously as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.