Ares Capital Corp Files 8-K: Material Agreement & Financial Obligations

TL;DR

ARES signed a new deal, creating financial obligations. Details in 8-K.

AI Summary

On January 8, 2025, Ares Capital Corporation entered into a material definitive agreement. This filing also indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement by the registrant. The filing includes other events and financial statements and exhibits.

Why It Matters

This filing signals a significant new agreement and potential financial commitments for Ares Capital Corporation, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and new financial obligations can introduce new risks or alter existing ones for a company.

Key Players & Entities

• ARES CAPITAL CORP (company) — Registrant
• January 8, 2025 (date) — Date of earliest event reported
• 245 Park Avenue, 44th Floor, New York, NY 10167 (address) — Principal Executive Offices
• (212) 750-7300 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value ARCC NASDAQ Global Select
• $1,000,000,000 — e Company's issuance, offer and sale of $1,000,000,000 aggregate principal amount of its 5.800

Filing Documents

• tm252148d1_8k.htm (8-K) — 36KB
• tm252148d1_ex1-1.htm (EX-1.1) — 235KB
• tm252148d1_ex4-2.htm (EX-4.2) — 111KB
• tm252148d1_ex5-1.htm (EX-5.1) — 19KB
• tm252148d1_ex5-2.htm (EX-5.2) — 16KB
• tm252148d1_ex5-1img001.jpg (GRAPHIC) — 39KB
• tm252148d1_ex5-2img001.jpg (GRAPHIC) — 4KB
• tm252148d1_ex5-2img002.jpg (GRAPHIC) — 3KB
• 0001104659-25-002067.txt ( ) — 737KB
• arcc-20250108.xsd (EX-101.SCH) — 3KB
• arcc-20250108_lab.xml (EX-101.LAB) — 33KB
• arcc-20250108_pre.xml (EX-101.PRE) — 22KB
• tm252148d1_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 8, 2025 Ares Capital Corporation (the "Company") and U.S. Bank Trust Company, National Association (the "Trustee"), entered into a Second Supplemental Indenture (the "Second Supplemental Indenture") to the Indenture, dated May 13, 2024, between the Company and the Trustee (the "Base Indenture" and, together with the Second Supplemental Indenture, the "Indenture"). The Second Supplemental Indenture relates to the Company's issuance, offer and sale of $1,000,000,000 aggregate principal amount of its 5.800% notes due 2032 (the "Notes"). The Notes will mature on March 8, 2032 and may be redeemed in whole or in part at the Company's option at any time at the redemption price set forth in the Second Supplemental Indenture. The Notes bear interest at a rate of 5.800% per year payable semiannually on March 8 and September 8 of each year, commencing on September 8, 2025. 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 Base Indenture, as supplemented by the Second 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 Securities and Exchange Commission (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, as amended. These covenants are subjec

03. Creation of a Direct Financial

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

03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference

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

01. Other Events

Item 8.01. Other Events. On January 2, 2025 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, entered into a Purchase Agreement (the "Purchase Agreement") with respect to the issuance and sale of the Notes. In connection with the issuance of the Notes, the Company entered into a forward-starting interest rate swap with Wells Fargo Bank, N.A. to swap from a fixed rate of interest to a floating rate of interest. The notional amount of the interest rate swap is $1,000,000,000, pursuant to which the Company will receive fixed rate interest at 5.800% and pay floating rate interest based on one-month SOFR + 1.6995%. The interest rate swap has an effective date of January 8, 2026 and matures on March 8, 2032.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 1.1 Purchase Agreement, dated as of January 2, 2025, 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 Indenture, dated as of May 13, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company's Form 10-Q (File No. 814-00663) for the quarter ended June 30, 2024, filed on July 30, 2024) 4.2 Second Supplemental Indenture, dated as of January 8, 2025, relating to the 5.800% Notes due 2032, between the Company and U.S. Bank Trust Company, National Association, as trustee 4.3 Form of 5.800% Notes due 2032 (contained in the Second Supplemental Indenture filed as Exhibit 4.2 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) 104 Cover Page Interactive Data File (embedded within Inline XBRL Document)

SIGNATURES

SIGNATURES 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. ARES CAPITAL CORPORATION Date: January 8, 2025 By: /s/ Scott C. Lem Name: Scott C. Lem Title: Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR