8-K 1 tm2119296d1_8k.htm FORM 8-K














Pursuant to Section 13 or 15(d) of the


Securities Exchange Act of 1934


Date of report (Date of earliest event reported) June 10, 2021



(Exact Name of Registrant as Specified in Charter)


Maryland   814-00663   33-1089684

(State or Other Jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)


245 Park Avenue, 44th Floor, New York, NY   10167
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s telephone number, including area code (212) 750-7300


(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading symbol   Name of each exchange on which registered
Common stock, $0.001 par value   ARCC   NASDAQ Global Select Market


Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth company ¨


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨







Item 1.01. Entry into a Material Definitive Agreement.


On June 10, 2021, Ares Capital Corporation (the “Company”) and U.S. Bank National Association (the “Trustee”), entered into a Fourteenth Supplemental Indenture (the “Fourteenth Supplemental Indenture”) to the Indenture, dated October 21, 2010, between the Company and the Trustee (the “Indenture”). The Fourteenth Supplemental Indenture relates to the Company’s issuance, offer and sale of $850,000,000 aggregate principal amount of its 2.875% notes due 2028 (the “Notes”).


The Notes will mature on June 15, 2028 and may be redeemed in whole or in part at the Company’s option at any time at the redemption prices set forth in the Fourteenth Supplemental Indenture. The Notes bear interest at a rate of 2.875% per year payable semiannually on June 15 and December 15 of each year, commencing on December 15, 2021. The Notes are direct unsecured obligations of the Company.


The Company expects to use the net proceeds of this offering to repay certain outstanding indebtedness under its debt facilities. The Company may reborrow under its debt facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective.


The Indenture, as supplemented by the Fourteenth Supplemental Indenture, contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, as such obligation may be amended or superseded but giving effect to any exemptive relief granted to the Company by the SEC, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture.


In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch, Inc., Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Services), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase.


The Notes were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-256733), the preliminary prospectus supplement filed with the Securities and Exchange Commission on June 3, 2021 and the pricing term sheet filed with the Securities and Exchange Commission on June 3, 2021. The transaction closed on June 10, 2021.


The Trustee also serves as the Company’s custodian under the terms of a custody agreement, pursuant to which it receives customary fees and expenses as custodian.


The foregoing descriptions of the Fourteenth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Fourteenth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.


Item 8.01. Other Events.


On June 3, 2021, the Company, Ares Capital Management LLC, Ares Operations LLC and BofA Securities, Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule A thereto (collectively, the “Underwriters”), entered into a Purchase Agreement (the “Purchase Agreement”) with respect to the issuance and sale of the Notes.





Item 9.01. Financial Statements and Exhibits.


(d) Exhibits:


1.1   Purchase Agreement, dated as of June 3, 2021, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and BofA Securities, Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named on Schedule A thereto  
4.1       Fourteenth Supplemental Indenture, dated as of June 10, 2021, relating to the 2.875% Notes due 2028, between the Company and U.S. Bank National Association, as trustee  
4.2       Form of 2.875% Notes due 2028 (contained in the Fourteenth Supplemental Indenture filed as Exhibit 4.1 hereto)  
5.1       Opinion of Venable LLP  
5.2       Opinion of Kirkland & Ellis LLP  
23.1       Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto)  
23.2       Consent of Kirkland & Ellis LLP (contained in the opinion filed as Exhibit 5.2 hereto)  







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 10, 2021  
  By: /s/ Penni F. Roll
  Name: Penni F. Roll
  Title: Chief Financial Officer