UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Ares Commercial Real Estate Corporation
| (Name of Issuer) |
Common Stock |
| (Title of Class of Securities) |
04013V108 |
| (CUSIP Number) |
|
|
| December 31, 2014 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No. 04013V108
|
SCHEDULE 13G
|
Page 2
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Tokio Marine Holdings, Inc.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,469,769
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,469,769
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
|
|||
|
12
|
TYPE OF REPORTING PERSON
FI, HC
|
|||
|
CUSIP
No. 04013V108
|
SCHEDULE 13G
|
Page
3 of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Tokio Marine & Nichido Fire Insurance Co., Ltd.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,469,769
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,469,769
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.14%
|
|||
|
12
|
TYPE OF REPORTING PERSON
FI
|
|||
|
CUSIP No. 04013V108
|
SCHEDULE 13G
|
Page 4
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Tokio Marine North America, Inc.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
356,519
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
356,519
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.25%
|
|||
|
12
|
TYPE OF REPORTING PERSON
HC
|
|||
|
CUSIP
No. 04013V108
|
SCHEDULE 13G
|
Page 5
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Philadelphia Consolidated Holding Corp.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
356,519
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
356,519
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.25%
|
|||
|
12
|
TYPE OF REPORTING PERSON
HC
|
|||
|
CUSIP
No. 04013V108
|
SCHEDULE 13G
|
Page 6
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Philadelphia Indemnity Insurance Company
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
356,519
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
356,519
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.25%
|
|||
|
12
|
TYPE OF REPORTING PERSON
HC
|
|||
|
CUSIP No. 04013V108
|
SCHEDULE 13G
|
Page 7
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Delphi Financial Group, Inc.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,113,250
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,113,250
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.89%
|
|||
|
12
|
TYPE OF REPORTING PERSON
HC
|
|||
|
CUSIP No. 04013V108
|
SCHEDULE 13G
|
Page 8
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Delphi Capital Management, Inc.
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,113,250
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,113,250
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.89%
|
|||
|
12
|
TYPE OF REPORTING PERSON
IA
|
|||
|
CUSIP No. 04013V108
|
SCHEDULE 13G
|
Page 9
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Reliance Standard Life Insurance Company of Texas
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,113,250
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,113,250
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.89%
|
|||
|
12
|
TYPE OF REPORTING PERSON
HC
|
|||
|
CUSIP No. 04013V108
|
SCHEDULE 13G
|
Page 10
of 15 Pages
|
|
1
|
NAME OF REPORTING PERSONS
Reliance Standard Life Insurance Company
|
|||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x (b)
o
|
|
||
|
3
|
SEC USE ONLY
|
|||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
|
|||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
||
|
6
|
SHARED VOTING POWER
1,113,250
|
|||
|
7
|
SOLE DISPOSITIVE POWER
0
|
|||
|
8
|
SHARED DISPOSITIVE POWER
1,113,250
|
|||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|||
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
o
|
||
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.89%
|
|||
|
12
|
TYPE OF REPORTING PERSON
IC
|
|||
|
CUSIP No. 04013V108
|
SCHEDULE 13G
|
Page 11
of 15 Pages
|
| Item 1. | (a) Name of Issuer: |
Ares Commercial Real Estate Corporation
| (b) Address of Issuer’s Principal Executive Offices: |
One North Wacker Drive, 48th Floor
Chicago, IL 60606
| Item 2. | (a) Name of Person Filing: |
This Statement is jointly filed by Tokio Marine Holdings, Inc., Tokio Marine & Nichido Fire Insurance Co., Ltd., Tokio Marine North America Inc.,, Philadelphia Consolidated Holding Corp., Philadelphia Indemnity Insurance Company, Delphi Financial Group, Inc., Delphi Capital Management, Inc., Reliance Standard Life Insurance Company of Texas, and Reliance Standard Life Insurance Company (the “Reporting Persons”) pursuant to Rule 13d-1(k)(1). Tokio Marine Holdings, Inc. is the parent company of the Reporting Persons.
| (b) Address of Principal Business Office, or, if none, Residence: |
Tokio Marine Holdings, Inc.: Tokio Marine Nichido Building Shinkan, 2-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-0005, Japan
Tokio Marine & Nichido Fire Insurance Co., Ltd.: Tokio Marine Nichido Building Shinkan, 2-1 Marunouchi 1-chome, Chiyoda-ku, Tokyo, 100-0005, Japan
Tokio Marine North America, Inc.: 2711 Centerville Road, Suite 400, Wilmington DE 19808 USA
Philadelphia Consolidated Holding Corp.: 231 Saint Asaph's Road, Suite 100, Bala Cynwyd, PA 19004
Philadelphia Indemnity Insurance Company: 231 Saint Asaph's Road, Suite 100, Bala Cynwyd, PA 19004
Delphi Financial Group, Inc.: 1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, DE 19899
Delphi Capital Management, Inc.: 590 Madison Avenue, New York, NY 10022
Reliance Standard Life Insurance Company of Texas: 2001 Market Street Suite 1500 Philadelphia, PA 19103
Reliance Standard Life Insurance Company: 2001 Market Street, Suite 1500, Philadelphia, PA 19103
| (c) Citizenship: |
Tokio Marine Holdings, Inc. is a Japanese corporation.
Tokio Marine & Nichido Fire Insurance Co., Ltd. is a Japanese corporation.
Tokio Marine North America, Inc.is a Delaware corporation.
Philadelphia Consolidated Holding Corp. is a Delaware corporation.
Philadelphia Indemnity Insurance Company is a Delaware corporation.
Delphi Financial Group, Inc. is a Delaware corporation.
Delphi Capital Management, Inc. is a Delaware corporation.
Reliance Standard Life Insurance Company of Texas is a Texas corporation.
Reliance Standard Life Insurance Company is an Illinois corporation.
| (d) Title of Class of Securities: |
Common Stock
| (e) CUSIP Number: |
04013V108
|
CUSIP
No. 04013V108
|
SCHEDULE 13G
|
Page 12
of 15 Pages
|
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | x | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | |
| (g) | x | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G). | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | |
| (j) | x | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | |
| (k) | x | A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: parent company. | |
|
CUSIP
No. 04013V108
|
SCHEDULE 13G
|
Page
13 of 15 Pages
|
Item 4. Ownership
Please see items 5-9 and 11 on the cover page for each of the Reporting Persons.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
Not Applicable.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to the non-U.S. institutions is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.
|
CUSIP No. 04013V108
|
SCHEDULE 13G
|
Page 14
of 15 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 17, 2015
| Tokio Marine Holdings, Inc. | |||
| By: Tomoya Fujikawa | |||
| By: | /s/ Tomoya Fujikawa | ||
| Name: | Tomoya Fujikawa | ||
| Title: | Deputy Manager | ||
| Tokio Marine & Nichido Fire Insurance Co., Ltd. | |||
| By: Tomoya Fujikawa | |||
| By: | /s/ Tomoya Fujikawa | ||
| Name: | Tomoya Fujikawa | ||
| Title: | Deputy Manager | ||
| Tokio Marine North America | |||
| By: Michael W. Kelly | |||
| By: | /s/ Michael W. Kelly | ||
| Name: | Michael W. Kelly | ||
| Title: | Senior Vice President and Assistant Treasurer | ||
| Philadelphia Consolidated Holding Corp. | |||
| By: Michael W. Kelly | |||
| By: | /s/ Michael W. Kelly | ||
| Name: | Michael W. Kelly | ||
| Title: | Senior Vice President and Assistant Treasurer | ||
| Philadelphia Indemnity Insurance Company | |||
| By: Michael W. Kelly | |||
| By: | /s/ Michael W. Kelly | ||
| Name: | Michael W. Kelly | ||
| Title: | Senior Vice President and Assistant Treasurer | ||
| Delphi Financial Group, Inc. | |||
| By: Chad W. Coulter | |||
| By: | /s/ Chad W. Coulter | ||
| Name: | Chad W. Coulter | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||
| Delphi Capital Management, Inc. | |||
| By: Chad W. Coulter | |||
| By: | /s/ Chad W. Coulter | ||
| Name: | Chad W. Coulter | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||
| Reliance Standard Life Insurance Company of Texas | |||
| By: Chad W. Coulter | |||
| By: | /s/ Chad W. Coulter | ||
| Name: | Chad W. Coulter | ||
| Title: | Senior Vice President, General Counsel and Assistant Secretary | ||
| Reliance Standard Life Insurance Company | |||
| By: Chad W. Coulter | |||
| By: | /s/ Chad W. Coulter | ||
| Name: | Chad W. Coulter | ||
| Title: | Senior Vice President, General Counsel and Assistant Secretary | ||
|
CUSIP
No. 04013V108
|
SCHEDULE 13G
|
Page 15
of 15 Pages
|
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Ares Commercial Real Estate Corporation, dated as of December 31, 2014 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: February 17, 2015
| Tokio Marine Holdings, Inc. | |||
| By: Tomoya Fujikawa | |||
| By: | /s/ Tomoya Fujikawa | ||
| Name: | Tomoya Fujikawa | ||
| Title: | Deputy Manager | ||
| Tokio Marine & Nichido Fire Insurance Co., Ltd. | |||
| By: Tomoya Fujikawa | |||
| By: | /s/ Tomoya Fujikawa | ||
| Name: | Tomoya Fujikawa | ||
| Title: | Deputy Manager | ||
| Tokio Marine North America | |||
| By: Michael W. Kelly | |||
| By: | /s/ Michael W. Kelly | ||
| Name: | Michael W. Kelly | ||
| Title: | Senior Vice President and Assistant Treasurer | ||
| Philadelphia Consolidated Holding Corp. | |||
| By: Michael W. Kelly | |||
| By: | /s/ Michael W. Kelly | ||
| Name: | Michael W. Kelly | ||
| Title: | Senior Vice President and Assistant Treasurer | ||
| Philadelphia Indemnity Insurance Company | |||
| By: Michael W. Kelly | |||
| By: | /s/ Michael W. Kelly | ||
| Name: | Michael W. Kelly | ||
| Title: | Senior Vice President and Assistant Treasurer | ||
| Delphi Financial Group, Inc. | |||
| By: Chad W. Coulter | |||
| By: | /s/ Chad W. Coulter | ||
| Name: | Chad W. Coulter | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||
| Delphi Capital Management, Inc. | |||
| By: Chad W. Coulter | |||
| By: | /s/ Chad W. Coulter | ||
| Name: | Chad W. Coulter | ||
| Title: | Senior Vice President, General Counsel and Secretary | ||
| Reliance Standard Life Insurance Company of Texas | |||
| By: Chad W. Coulter | |||
| By: | /s/ Chad W. Coulter | ||
| Name: | Chad W. Coulter | ||
| Title: | Senior Vice President, General Counsel and Assistant Secretary | ||
| Reliance Standard Life Insurance Company | |||
| By: Chad W. Coulter | |||
| By: | /s/ Chad W. Coulter | ||
| Name: | Chad W. Coulter | ||
| Title: | Senior Vice President, General Counsel and Assistant Secretary | ||