Ares Core Infrastructure Fund Reports Material Definitive Agreement

TL;DR

Ares Core Infrastructure Fund signed a big deal, creating new financial obligations.

AI Summary

On October 1, 2025, Ares Core Infrastructure Fund entered into a material definitive agreement, likely related to its financial obligations. The filing also notes the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant. Additionally, the report covers unregistered sales of equity securities and other events.

Why It Matters

This filing indicates significant financial activity and potential new obligations for Ares Core Infrastructure Fund, which could impact its financial structure and future investments.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and new financial obligations, which inherently carry financial risk.

Key Numbers

• 000-56695 — Commission File Number (Identifies the specific SEC filing record for the company.)
• 99-6541890 — IRS Employer Identification No. (Provides the company's tax identification number.)

Key Players & Entities

• Ares Core Infrastructure Fund (company) — Registrant
• October 1, 2025 (date) — Date of earliest event reported
• 2000 AVENUE OF THE STARS, 12TH FLOOR (address) — Business and Mail Address
• LOS ANGELES, CA 90067 (address) — Business and Mail Address
• 245 Park Avenue, 44th Floor, New York, NY 10167 (address) — Principal executive office

FAQ

Key Financial Figures

• $542.2 million — o investment of the Fund and includes a $542.2 million delayed draw term loan facility (the "P
• $226.0 million — ity (the "Pioneer Term Loan"), of which $226.0 million was drawn as of the Closing Date, and a
• $23.5 million — was drawn as of the Closing Date, and a $23.5 million debt service reserve letter of credit f
• $182.2 million — es") for an aggregate purchase price of $182.2 million. The purchase price per Common Share wi

Filing Documents

• aci-20251001.htm (8-K) — 50KB
• exhibit101pioneercreditagr.htm (EX-10.1) — 1506KB
• exhibit102amendedandrestat.htm (EX-10.2) — 76KB
• 0002031750-25-000028.txt ( ) — 2000KB
• aci-20251001.xsd (EX-101.SCH) — 2KB
• aci-20251001_lab.xml (EX-101.LAB) — 21KB
• aci-20251001_pre.xml (EX-101.PRE) — 12KB
• aci-20251001_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Pioneer Credit Agreement On October 3, 2025 (the "Closing Date"), ACI Pioneer Member, LLC as borrower (the "Borrower") and ACI Pioneer Holdings, LLC as pledgor (the "Pledgor"), each a wholly-owned subsidiary of Ares Core Infrastructure Fund (the "Fund"), entered into a credit agreement (the "Pioneer Credit Agreement") with Natixis, New York Branch as administrative agent and collateral agent ("Natixis"), Socit Gnrale as coordinating lead arranger and bookrunner (together with Natixis in the same roles), and the other lenders party thereto from time to time. The Pioneer Credit Agreement is related to Borrower's investment in a portfolio investment of the Fund and includes a $542.2 million delayed draw term loan facility (the "Pioneer Term Loan"), of which $226.0 million was drawn as of the Closing Date, and a $23.5 million debt service reserve letter of credit facility (the "DSR LC Facility"). Borrowings under the Pioneer Term Loan bear interest annually at a rate equal to daily compounded SOFR plus 1.50% per annum, with a step up of 0.125% on the third anniversary of the Closing Date and outstanding undrawn commitments under the Pioneer Term Loan facility have a commitment fee of 0.50% annually on the average daily unused amount. The Borrower will make amortization and interest payments quarterly beginning January 8, 2026, and ending on the maturity date in accordance with an amortization schedule attached to the Pioneer Credit Agreement. The DSR LC Facility provides letters of credit ("LC") or loans for draws under such LC to support contractual obligations related to the minimum debt service reserve amount under the Pioneer Credit Agreement. An LC commitment fee is due in respect of unused LC commitments in an amount of 0.50% multiplied by the average unused daily LC commitments. LC fees follow the applicable margin of the Pioneer Term Loan, payable quarterly in arrears, at an amount equal to 1.50% annu

02 Unregistered Sale of Equity Securities

Item 3.02 Unregistered Sale of Equity Securities. On October 1, 2025, the Fund agreed to sell Class I common shares of beneficial interest ("Class I Common Shares") and Class S common shares of beneficial interest ("Class S Common Shares" and, together with the Class I Common Shares, the "Common Shares") for an aggregate purchase price of $182.2 million. The purchase price per Common Share will equal the Fund's net asset value ("NAV") per Common Share of such class as of the last calendar day of September 2025, which is generally expected to be available within 20 business days after October 1, 2025. No underwriting discounts or commissions have been or will be paid in connection with the sale of such Common Shares. Although the Fund does not charge investors an upfront sales load (an "Upfront Sales Load") with respect to its Common Shares, if Class S Common Shares are purchased through certain selling agents, such selling agents may directly charge shareholders an Upfront Sales Load or transaction or other fees, including brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 3.5% cap on NAV for Class S Common Shares. No Upfront Sales Loads may be charged on Class I Common Shares. The issuance of the Common Shares is exempt from the 2 registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder.

01 Other Events

Item 8.01 Other Events. As of September 30, 2025, the Fund had 58,179,313 Class I Common Shares outstanding and no Class D, Class N or Class S common shares of beneficial interest outstanding. Amendment and Restatement of Investment Advisory and Management Agreement On September 29, 2025, the Fund entered into the amended and restated investment advisory and management agreement (the "Amended and Restated Investment Advisory and Management Agreement"), by and between the Fund and Ares Capital Management II LLC, the Fund's investment adviser (the "Adviser"), which amended and restated the investment advisory and management agreement, by and between the Fund and the Adviser, dated August 12, 2024 (the "initial investment advisory and management agreement"). The terms of the Amended and Restated Investment Advisory and Management Agreement are unchanged from those of the initial investment advisory and management agreement under which the Adviser provided investment advisory services to the Fund, except to clarify certain language related to the treatment of distributions when calculating incentive fees payable under the Amended and Restated Investment Advisory and Management Agreement. The foregoing description of the Amended and Restated Investment Advisory and Management Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Investment Advisory and Management Agreement, which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. Pioneer Interest Rate Swaps In connection with the Pioneer Term Loan, the Borrower entered into interest rate swaps with Natixis and Socit Gnrale to exchange the SOFR rate in the Pioneer Term Loan with a fixed rate for 75% of the outstanding borrowings under the Pioneer Term Loan. The all-in fixed rates are 3.875% and 3.884% for the interest rate swaps with Natixis and Socit Gnrale, respectively. The int

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: Exhibit Number Description 10. 1 Pioneer Credit Agreement, dated as of October 3, 2025, by and among ACI Pioneer Member, LLC, as borrower, ACI Pioneer Holdings, LLC, as pledgor, Natixis, New York Branch, as administrative agent and as collateral agent, and the lenders and DSR LC Issuers from time to time party thereto. 10 .2 Amended and Restated Investment Advisory and Management Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE 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 CORE INFRASTRUCTURE FUND Dated: October 7, 2025 By: /s/ Christina Oh Name: Christina Oh Title: Chief Financial Officer and Treasurer 4

View Full Filing

View this 8-K filing on SEC EDGAR