Ares Commercial Real Estate Corp
For the period ended Jun 30, 2024. Filed Aug 6, 2024.
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Jun 30, 2024 · Filed Aug 6, 2024
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Item 5. Other Information
Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 30, 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.”
Chief Financial Officer and Chief Operating Officer Appointments
On August 2, 2024, our board of directors appointed Tae-Sik Yoon as Chief Operating Officer of the Company and Jeffrey Gonzales as Chief Financial Officer and Treasurer of the Company, each effective as of August 30, 2024.
Mr. Gonzales, 40, has served as our Controller since 2015. Mr. Gonzales also serves as a Managing Director and Controller in the Ares Finance and Accounting Department and has served in various senior finance and accounting roles both at the Company and in the Ares Real Assets Group. Prior to joining Ares in 2013, Mr. Gonzales worked in the Financial Services Assurance practice of Deloitte & Touche LLP. Mr. Gonzales holds a Bachelor's Degree in Accounting from Santa Clara University and is a Certified Public Accountant.
Mr. Yoon’s biographical information, including his age and business experience, is set forth in the section entitled “Executive Officers” in the Company’s definitive proxy statement filed with the SEC on April 4, 2024. Such information is by this reference incorporated herein.
A description of related party transactions between Ares and the Company is included in the section entitled “Certain Relationships and Related Transactions” in the Company’s definitive proxy statement filed with the SEC on April 4, 2024. Such information is by this reference incorporated herein.
Updates to Financing Agreements
On August 2, 2024, we, as guarantor, and each of our wholly-owned subsidiaries, ACRC Lender C LLC and ACRC Lender MS LLC, respectively, entered into amendments to each of the Citibank Facility and the Morgan Stanley Facility, respectively, to reduce the required minimum Tangible Net Worth (as defined in each of the respective amendments to the guaranty agreement for the Citibank Facility and Morgan Stanley Facility) covenant to $500 million.
On August 2, 2024, we, as guarantor, and our wholly-owned subsidiary, ACRC Lender LLC, entered into an amendment to the CNB Facility. The purpose of the amendment was to, among other things, (i) reduce the required minimum Tangible Net Worth (as defined in the amendment to the guaranty agreement for the CNB Facility) covenant to $500 million, (ii) increase the required minimum total Asset (as defined in the amendment to the credit agreement for the CNB Facility) value covenant to $635 million and (iii) modify the advance rate of the borrowing base in accordance with the thresholds described in the CNB Facility.
On August 2, 2024, we, as guarantor, and our wholly-owned subsidiary, ACRC Lender W LLC, entered into an amendment to the Wells Fargo Facility. The purpose of the amendment was to, among other things, reduce the required minimum Tangible Net Worth (as defined in the amendment to the guaranty agreement for the Wells Fargo Facility) covenant to the sum of (i) $500 million plus (ii) at any time that the aggregate outstanding principal amount of debt of the Company and its subsidiaries exceeds $1.8 billion, 80% of the net proceeds (after the deduction of all related transaction costs) of all issuances of equity by the Company occurring after August 2, 2024.
The foregoing descriptions of the amendments to the Citibank Facility, the Morgan Stanley Facility, the CNB Facility and the Wells Fargo Facility are only a summary of the material provisions of the amendments and are qualified in their entirety by reference to the copies of such amendments, which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, and by this reference incorporated herein.
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