8-K 1 a8kdavidroth72219.htm 8-K Document

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 22, 2019
Ares Commercial Real Estate Corporation
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
of Incorporation)
File Number)
(IRS Employer
Identification No.)
245 Park Avenue, 42nd Floor, New York, NY
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code (212) 750-7300
(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))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
New York Stock Exchange

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 o
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. o 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Board of Directors of Ares Commercial Real Estate Corporation (the “Company”) appointed David Roth as President of the Company, effective July 22, 2019.

Since joining Ares Management Corporation in January 2019, Mr. Roth, 52, has served as a Partner in the Ares Real Estate Group and Head of U.S. Real Estate Private Equity. Mr. Roth is a member of the Ares Global Real Estate Investment Committee and also serves as a member of the Management Committee of Ares Management Corporation. Prior to joining Ares Management Corporation, Mr. Roth was a Senior Managing Director in the Real Estate Group at Blackstone. Previously, he was a Principal in the Acquisitions Group at Walton Street Capital, a Senior V.P. and Chief Investment Officer - Europe at Security Capital Group and an Associate at Wachtell Lipton Rosen & Katz. Mr. Roth earned a B.A. degree from Dartmouth College and a J.D. from New York University School of Law.

In connection with Mr. Roth’s appointment, effective July 22, 2019, James A. Henderson stepped down from his position as President of the Company. Mr. Henderson remains Chief Executive Officer and Chief Investment Officer of the Company.

Item 7.01 Regulation FD Disclosure.

On July 26, 2019, the Company issued a press release announcing Mr. Roth’s appointment. The text of the press release is attached as Exhibit 99.1 to this Form 8-K.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Item 9.01  Financial Statements and Exhibits.
(d)                           Exhibits:
Exhibit Description
Press release dated July 26, 2019

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:      July 26, 2019
/s/ Anton Feingold
Anton Feingold
General Counsel, Vice President and Secretary