ACRES Commercial Realty Corp (ACR), a real estate investment trust, announced Thursday that it has agreed to acquire ACRES Capital Corp. (ACC) a private commercial real estate lender, in an all-stock transaction and internalize management, transitioning from an externally managed to an internally managed REIT.
Under the deal, ACR will acquire ACC and its indirect wholly owned subsidiary ACRES Capital, LLC, the current external manager, and terminate the existing management agreement.
ACR will issue about 7.5 million shares of common stock to ACC stockholders as merger consideration, priced at ACR's fully diluted book value per share as of Dec 31, 2025.
The net increase in ACR shares outstanding is expected to be about 6.3 million after eliminating ACR shares held by ACC in consolidation.
The transaction is expected to close in the third quarter.
Post-closing, ACR will directly employ its existing management team and all other employees of the Manager.
ACR will retain its senior leadership, with Andrew Fentress as Chairman and Managing Director and Mark Fogel as President and also the company intends to keep key manager employees in asset management, legal, accounting, tax and treasury roles.
In pre market activity on the NYSE, shares of ACR were gaining 1.83 percent, trading at $20.91, after closing Wednesday's regular trading 0.83 percent higher.
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