Form 424B5 ACRES Commercial Realty
The information contained in this preliminary prospectus supplement and the accompanying prospectus is not complete and is subject to change. This preliminary prospectus supplement and the accompanying prospectus do not constitute an offer to sell or an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed in accordance with Rule 424 (b) (5)
Registration number 333-254315
SUBJECT TO COMPLETION, AS OF AUGUST 9, 2021
SUPPLEMENT TO THE PRELIMINARY PROSPECTUS
(In the Prospectus dated April 20, 2021)
Acres Commercial Realty Corp.
% senior notes due
ACRES Commercial Realty Corp. (the ?? issuer, ?? us, ?? our, ?? us, ?? ?? ACRES, ?? or ?? the ?? Company ??) offers $ in the aggregate principal amount of its % of senior notes due (the ?? Notes ??). Interest on the Notes is payable on and in each year, commencing in 2022. The Notes will mature on.
Before (the “Au Pair Call Date”), we may redeem some or all of the Notes at a price equal to 100% of their principal amount plus a “refund”. premium as indicated under ?? Ticket Description ?? Optional Refund. ?? In addition, we may redeem some or all of the Notes from the nominal call date (three months prior to their maturity date) at a redemption price equal to 100% of the total principal amount of the Notes. In each case, we must also pay accrued and unpaid interest up to, but not including, the repayment date. See ?? Description of Notes ?? Optional Refund. ??
The Notes will be senior unsecured obligations of the issuer, rank equally in right of payment as all of our existing and future senior unsecured indebtedness, including our existing 4.50% senior convertible bonds due in 2022 (the ?? 4.50% senior convertible notes ??) and 12.00% senior unsecured notes due 2027 (the ?? 12.00% senior unsecured notes due 2027 ??), and will rank higher with respect to the right to payment of all our future subordinated debts, if any. The Notes will be effectively subordinated to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. In addition, the Notes will be structurally subordinated to the indebtedness, other liabilities and senior equity of one of our subsidiaries.
The Notes will be a new issue of securities with no established trading market. We do not intend to apply for the Notes to be listed on any stock exchange or to arrange for the Notes to be listed on an automated quotation system.
We are a Maryland corporation and operate as a Real Estate Investment Trust (?? REIT ??) for federal income tax purposes while operating our business in a manner that allows us to maintain a exclusion from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
You should carefully consider the risk factors mentioned in the sections titled ??Risk factors?? from page S-6 of this prospectus supplement, page 3 of the attached prospectus and under ??Risk factors?? in our annual report on form 10-K for the year ended in December 31, 2020
and our quarterly report on form 10-Q for the quarter ended in June 30, 2021, each of which is incorporated by reference herein, as well as additional risks that may be described in future disclosure reports that we file with the United States Securities and Exchange Commission (?? SEC ??) , which are incorporated by reference into this prospectus supplement and the accompanying prospectus, before investing in our Notes.
Public Prize (1)
Subscription discounts (2)
Income accruing to the issuer (before fees) (1)
Plus accrued interest, if any, from 2021.
For more information on the subscription fee, please see the Subscription section from page S-32.
Neither the SEC nor any state securities commission has approved or disapproved these securities or determined whether this Prospectus Supplement or the accompanying Prospectus is true or complete. Any statement to the contrary is a criminal offense.
The Underwriters anticipate that the Notes will be delivered in book-entry only form through The Depository Trust Company for the accounts of its participants against payment on or around 2021.
Sole manager of bookkeeping
The date of this prospectus supplement is 2021.