Item 1.01. Entry into a Material Definitive Agreement.



Underwriting Agreement
On January 22, 2020, Ares Commercial Real Estate Corporation (the "Company")
entered into an underwriting agreement (the "Underwriting Agreement"), by and
among the Company, Ares Commercial Real Estate Management LLC, the Company's
external manager, and Wells Fargo Securities, LLC, Citigroup Global Markets, LLC
and Morgan Stanley & Co. LLC, as representatives of the several underwriters
listed therein (collectively, the "Underwriters"). Pursuant to the terms of the
Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed
to purchase, subject to the terms and conditions set forth in the Underwriting
Agreement, an aggregate of 4,000,000 shares of the Company's common stock, par
value $0.01 per share. In addition, the Company granted to the Underwriters a
30-day option to purchase up to an additional 600,000 shares.
The public offering closed on January 27, 2020 and generated net proceeds of
approximately $63.3 million, after deducting estimated transaction expenses. The
Underwriting Agreement contains customary representations, warranties and
agreements of the Company, conditions to closing, indemnification rights and
obligations of the parties and termination provisions. Pursuant to the
Underwriting Agreement, the Company has agreed, subject to certain exceptions,
not to sell or transfer any shares of its common stock or any securities
convertible into or exercisable or exchangeable for common stock for 45 days
after January 22, 2020 without first obtaining the written consent of the
Underwriters. The foregoing description of the material terms of the
Underwriting Agreement is qualified in its entirety by reference to the full
text of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and
is incorporated herein by reference.
The Offering was made pursuant to the Company's effective shelf registration
statement on Form S-3 (File No. 333-232742), which was originally filed with the
Securities and Exchange Commission on July 19, 2019, and the related prospectus
supplement and accompanying prospectus.
A copy of the opinion of Venable LLP regarding the legality of the shares of
common stock is attached as Exhibit 5.1 to this Current Report on Form 8-K and a
copy of the opinion of Kirkland & Ellis LLP regarding certain tax matters is
attached as Exhibit 8.1 to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
 Number                                 Description
   1.1     Underwriting Agreement dated January 22, 2020, by and among the
           Company, the Manager, Wells Fargo Securities, LLC, Citigroup Global
           Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the
           several Underwriters listed on Exhibit A thereto.
   5.1     Opinion of Venable LLP regarding the legality of the shares of common
           stock
   8.1     Opinion of Kirkland & Ellis LLP regarding certain tax matters
  23.1     Consent of Venable LLP (included in Exhibit 5.1)
  23.2     Consent of Kirkland & Ellis LLP (included in Exhibit 8.1)

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