FWP 1 a21-17468_3fwp.htm FWP


Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated May 26, 2021

Relating to Preliminary Prospectus Supplement dated May 26, 2021 and

Prospectus dated September 16, 2020

Registration No. 333-248831


Ares Capital Corporation


3.250% Notes due 2025


May 26, 2021


The following sets forth the final terms of the 3.250% Notes due 2025 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated May 26, 2021, together with the accompanying prospectus dated September 16, 2020, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus.  In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus.  Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus.  All references to dollar amounts are references to U.S. dollars.




Ares Capital Corporation






3.250% Notes due 2025






Baa3/BBB-/BBB (Stable/Stable/Negative)  (Moody’s/S&P/Fitch)




Aggregate Principal Amount Offered






Series of Notes


The Notes are a further issuance of the 3.250% Notes due 2025 that Ares Capital Corporation issued on January 15, 2020 in the aggregate principal amount of $750,000,000 (the “Existing 2025 Notes”). The Notes will be treated as a single series with the Existing 2025 Notes under the indenture and will have the same terms as the Existing 2025 Notes (except the issue date and offering price). The Notes offered hereby will have the same CUSIP number and will be fungible and rank equally with the Existing 2025 Notes.






July 15, 2025, unless earlier repurchased or redeemed



Trade Date


May 26, 2021




Price to Public (Issue Price)


104.745% plus accrued and unpaid interest from January 15, 2021 up to, but not including, the settlement date




Aggregate Accrued Interest


$6,003,472.22 of accrued and unpaid interest from January 15, 2021 up to, but not including, the settlement date




Coupon (Interest Rate)






Yield to Maturity






Spread to Benchmark Treasury


+125 basis points




Benchmark Treasury


0.750% due April 30, 2026




Benchmark Treasury Price and Yield


99-28+ / 0.773%




Interest Payment Dates


January 15 and July 15




Change of Control


Holders have the right to require Ares Capital to repurchase the Notes at 100% of their principal amount plus accrued and unpaid interest, if any, in the event of a Change of Control Repurchase Event.




Make-Whole Redemption


Equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the redemption date:


·                  100% of the principal amount of the Notes to be redeemed, or


·                  the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 basis points; provided, however, that if Ares Capital redeems any Notes on or after June 15, 2025 (the date falling one month prior to the maturity date of the Notes), the redemption price for the





Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.




Settlement Date


May 28, 2021 (T+2)






$2,000 and integral multiples of $1,000 in excess thereof






04010L AY9










Sole Book-Running Manager


J.P. Morgan Securities LLC


* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.


Investors are advised to carefully consider the investment objective, risks, charges and expenses of Ares Capital before investing.  The Preliminary Prospectus, which has been filed with the Securities and Exchange Commission, contains this and other information about Ares Capital and should be read carefully before investing.


The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed.  The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of Ares Capital and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted.


The issuer has filed a registration statement, including a prospectus and a prospectus supplement with the SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling J.P. Morgan Securities LLC at 212-834-4533.