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Ares Commercial Real Estate Corp

For the period ended Mar 31, 2024. Filed May 9, 2024.

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About this filing

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 9, 2024

ACRE$3.68+0.8%Stored close · as of Nov 9, 2026

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Item 5. Other Information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended March 31, 2024, none of our directors or executive officers adopted orterminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Updates to Financing Agreements

On April 19, 2024, April 23, 2024, April 26, 2024 and May 6, 2024, we entered into amendments to each of the Wells Fargo Facility, the Citibank Facility, the CNB Facility and Morgan Stanley Facility, respectively, to, among other things, clarify the calculation of our tangible net worth.

On May 6, 2024, we entered into an amendment to the CapOne Guaranty. The purpose of the amendment was to, among other things, clarify the calculation of our tangible net worth and limit the amount of CECL Reserves permitted to be added to stockholders’ equity for purposes of calculating our tangible net worth. The foregoing description of the amendment to the CapOne Guaranty is only a summary of the material provisions of the amendment and is qualified in its entirety by reference to a copy of such amendment, which is filed herewith as Exhibit 10.5, and by this reference incorporated herein.

On May 8, 2024, we, as borrower, and ACRC Holdings LLC, ACRC Mezz Holdings LLC and ACRC Warehouse Holdings LLC, our wholly-owned subsidiaries, as guarantors, entered into an amendment to the Secured Term Loan. The purpose of the amendment was to, among other things, (i) change the schedule of interest rate increases, (ii) add contingent interest rate increases based on the outstanding principal amount of the Secured Term Loan on specific dates and our tangible net worth, and (iii) make changes to financial covenants, including reducing the minimum tangible net worth requirement and linking future determinations thereof to the outstanding principal amount of the Secured Term Loan, increasing the minimum unencumbered asset ratio requirement, reducing the maximum total net leverage ratio and increasing the senior loan concentration threshold. In connection with the amendment and concurrently therewith, we paid a modification fee and paid down $10 million of principal of the Secured Term Loan which reduced the outstanding principal balance of the loan from $150 million to $140 million. The foregoing description of the amendment to the Secured Term Loan is only a summary of the material provisions of the amendment and is qualified in its entirety by reference to a copy of such amendment, which is filed herewith as Exhibit 10.7, and by this reference incorporated herein.

On May 8, 2024, we elected to terminate the MetLife Facility prior to its scheduled maturity on August 13, 2024 as the facility had no outstanding balance.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.