ARES CAPITAL CORPORATION The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this Quarterly Report. In addition, some of the statements in this Quarterly Report (including in the following discussion) constitute forward- looking statements, which relate to future events or the future performance or financial condition ofAres Capital Corporation (the "Company," "Ares Capital ," "we," "us," or "our"). The forward-looking statements contained in this report involve a number of risks and uncertainties, including statements concerning:
• our, or our portfolio companies', future business, operations, operating
results or prospects;
• the return or impact of current and future investments;
• the impact of global health epidemics, such as the current novel
coronavirus ("COVID-19") pandemic, on our or our portfolio companies'
business and the global economy;
• the impact of a protracted decline in the liquidity of credit markets on
our business;
• the impact of changes in London Interbank Offered Rate ("LIBOR") on our
operating results;
• the impact of fluctuations in interest rates on our business;
• the impact of changes in laws or regulations (including the interpretation
thereof), including the Tax Cuts and Jobs Act and the Small Business
Credit Availability Act, governing our operations or the operations of our
portfolio companies or the operations of our competitors;
• the valuation of our investments in portfolio companies, particularly
those having no liquid trading market;
• our ability to recover unrealized losses;
• market conditions and our ability to access alternative debt markets and
additional debt and equity capital and our ability to manage our capital
resources effectively;
• our contractual arrangements and relationships with third parties,
including parties to our co-investment program;
• the general economy and its impact on the industries in which we invest;
• uncertainty surrounding the financial stability of
• the social, geopolitical, financial, trade and legal implications of Brexit;
•
its impact on the industries in which we invest;
• the financial condition of our current and prospective portfolio companies
and their ability to achieve their objectives;
• our expected financings and investments;
• our ability to successfully complete and integrate any acquisitions;
• the outcome and impact of any litigation;
• the adequacy of our cash resources and working capital;
• the timing, form and amount of any dividend distributions;
• the timing of cash flows, if any, from the operations of our portfolio
companies; and
• the ability of our investment adviser to locate suitable investments for
us and to monitor and administer our investments.
We use words such as "anticipates," "believes," "expects," "intends," "will," "should," "may" and similar expressions to identify forward-looking statements, although not all forward-looking statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in "Risk Factors" and elsewhere in our Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 and in this Quarterly Report. We have based the forward-looking statements included in this Quarterly Report on information available to us on the filing date of this Quarterly Report, and we assume no obligation to update any such forward-looking statements. Although we 123 -------------------------------------------------------------------------------- undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that we may make directly to you or through reports that we have filed or in the future may file with theSecurities and Exchange Commission ("SEC"), including annual reports on Form 10-K, registration statements on Form N-2, quarterly reports on Form 10-Q and current reports on Form 8-K.
OVERVIEW
We are a specialty finance company that is a closed-end, non-diversified management investment company incorporated inMaryland . We have elected to be regulated as a business development company ("BDC") under the Investment Company Act of 1940, as amended (together with the rules and regulations promulgated thereunder, the "Investment Company Act"). We are externally managed byAres Capital Management LLC ("Ares Capital Management " or our "investment adviser"), a subsidiary of Ares Management Corporation (NYSE: ARES) ("Ares Management"), a publicly traded, leading global alternative asset manager, pursuant to our investment advisory and management agreement.Ares Operations LLC ("Ares Operations" or our "administrator"), a subsidiary of Ares Management, provides certain administrative and other services necessary for us to operate. Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We invest primarily in first lien senior secured loans (including "unitranche" loans, which are loans that combine both senior and mezzanine debt, generally in a first lien position), second lien senior secured loans and mezzanine debt, which in some cases includes an equity component like warrants. To a lesser extent, we also make preferred and/or common equity investments, which have generally been non-control equity investments, of less than$20 million (usually in conjunction with a concurrent debt investment). However, we may increase the size or change the nature of these investments. Since our initial public offering ("IPO") onOctober 8, 2004 throughMarch 31, 2020 , our exited investments resulted in an asset level realized gross internal rate of return to us of approximately 14% (based on original cash invested, net of syndications, of approximately$28.2 billion and total proceeds from such exited investments of approximately$35.8 billion ). Internal rate of return is the discount rate that makes the net present value of all cash flows related to a particular investment equal to zero. Internal rate of return is gross of expenses related to investments as these expenses are not allocable to specific investments. Investments are considered to be exited when the original investment objective has been achieved through the receipt of cash and/or non-cash consideration upon the repayment of a debt investment or sale of an investment or through the determination that no further consideration was collectible and, thus, a loss may have been realized. Approximately 60% of these exited investments resulted in an asset level realized gross internal rate of return to us of 10% or greater. Additionally, since our IPO onOctober 8, 2004 throughMarch 31, 2020 , our realized gains have exceeded our realized losses by approximately$1.0 billion (excluding a one time gain on the acquisition ofAllied Capital Corporation ("Allied Capital ") inApril 2010 (the "Allied Acquisition") and realized gains/losses from the extinguishment of debt and other transactions). For this same time period, our average annualized net realized gain rate was approximately 1.1% (excluding a one-time gain on the acquisition ofAllied Capital and realized gains/losses from the extinguishment of debt and other transactions). Net realized gain/loss rates for a particular period are the amount of net realized gains/losses during such period divided by the average quarterly investments at amortized cost in such period. Information included herein regarding internal rates of return, realized gains and losses and annualized net realized gain rates are historical results relating to our past performance and are not necessarily indicative of future results, the achievement of which cannot be assured. As a BDC, we are required to comply with certain regulatory requirements. For instance, we generally have to invest at least 70% of our total assets in "qualifying assets," including securities and indebtedness of privateU.S. companies and certain publicU.S. companies, cash, cash equivalents,U.S. government securities and high-quality debt investments that mature in one year or less. We also may invest up to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. Specifically, as part of this 30% basket, we may invest in entities that are not considered "eligible portfolio companies" (as defined in the Investment Company Act), including companies located outside ofthe United States , entities that are operating pursuant to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization exceeds the levels provided for under the Investment Company Act. 124 -------------------------------------------------------------------------------- We have elected to be treated as a regulated investment company ("RIC") under the Internal Revenue Code of 1986, as amended (the "Code"), and operate in a manner so as to qualify for the tax treatment applicable to RICs. To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements and timely distribute to our stockholders generally at least 90% of our investment company taxable income, as defined by the Code, for each year. Pursuant to this election, we generally will not have to payU.S. federal corporate-level taxes on any income that we distribute to our stockholders provided that we satisfy those requirements. 125 --------------------------------------------------------------------------------
PORTFOLIO AND INVESTMENT ACTIVITY
Our investment activity for the three months endedMarch 31, 2020 and 2019 is presented below. For the Three Months Ended March 31, (dollar amounts in millions) 2020 2019 New investment commitments(1): New portfolio companies $ 840 $ 1,015 Existing portfolio companies 432 938 Total new investment commitments(2) $ 1,272 $ 1,953 Less: Investment commitments exited(3) (918 ) (1,353 ) Net investment commitments $ 354 $ 600 Principal amount of investments funded: First lien senior secured loans(4) $ 1,321 $ 851 Second lien senior secured loans 253 727 Subordinated certificates of the SDLP(5) 18 142 Senior subordinated loans 88 - Preferred equity securities 32 147 Other equity securities 48 74 Total $ 1,760 $ 1,941 Principal amount of investments sold or repaid: First lien senior secured loans(4) $ 563 $ 882 Second lien senior secured loans 350 390 Subordinated certificates of the SDLP(5) 3 2 Senior subordinated loans 8 - Collateralized loan obligations 1 1 Preferred equity securities 52 1 Other equity securities 31 13 Total $ 1,008 $ 1,289 Number of new investment commitments(6) 37 37 Average new investment commitment amount $ 34 $ 53
Weighted average term for new investment commitments (in months)
70 90
Percentage of new investment commitments at floating rates
91 % 94 %
Percentage of new investment commitments at fixed
rates 4 % 2 %
Weighted average yield of debt and other income
producing securities(7):
Funded during the period at amortized cost 7.4 % 10.3 %
Funded during the period at fair value(8) 7.5 % 10.3 %
Exited or repaid during the period at amortized cost 8.3 % 8.9 %
Exited or repaid during the period at fair value(8) 8.4 % 8.9 %
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(1) New investment commitments include new agreements to fund revolving loans
or delayed draw loans. See "Off Balance Sheet Arrangements" as well as
Note 7 to our consolidated financial statements for the three months ended
loans or delayed draw loans.
(2) Includes both funded and unfunded commitments. Of these new investment
commitments, we funded $1.0 billion and $1.7 billion , respectively, for
the three months ended March 31, 2020 and 2019.
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(3) Includes both funded and unfunded commitments. For the three months ended
unfunded commitments of $103 million and $133 million , respectively.
(4) For the three months ended
lien secured revolving loans were $467 million and $37 million ,
respectively.
(5) See "Senior Direct Lending Program" below and Note 4 to our consolidated
financial statements for the three months ended March 31, 2020 for more
information on the SDLP (as defined below).
(6) Number of new investment commitments represents each commitment to aparticular portfolio company or a commitment to multiple companies as part
of an individual transaction (e.g., the purchase of a portfolio of
investments).
(7) "Weighted average yield of debt and other income producing securities" is
computed as (a) the annual stated interest rate or yield earned plus the
net annual amortization of original issue discount and market discount or
premium earned on accruing debt and other income producing securities,
divided by (b) the total accruing debt and other income producing
securities at amortized cost or at fair value, as applicable.
(8) Represents fair value for investments in the portfolio as of the most
recent prior quarter end, if applicable.
As ofMarch 31, 2020 andDecember 31, 2019 , our investments consisted of the following: As of March 31, 2020 December 31, 2019 (in millions) Amortized Cost Fair Value(1) Amortized Cost Fair Value First lien senior secured loans(2) $ 7,394 $ 6,861 $ 6,606$ 6,372 Second lien senior secured loans 4,350 4,026 4,439 4,334 Subordinated certificates of the SDLP(3) 923 831 909 909 Senior subordinated loans 905 884 815 822 Collateralized loan obligations 38 21 40 35 Preferred equity securities 792 663 815 728 Other equity securities 1,089 1,084 1,072 1,226 Total$ 15,491 $ 14,370 $ 14,696$ 14,426
_______________________________________________________________________________
(1) As of
impacted by the uncertainty surrounding the impact of the COVID-19
pandemic. For more information, see " Results of Operations - Net
Unrealized Gains/Losses."
(2) First lien senior secured loans include certain loans that we classify as
"unitranche" loans. The total amortized cost and fair value of the loans
that we classified as "unitranche" loans were
million, respectively, as of
million, respectively, as of December 31, 2019 .
(3) The proceeds from these certificates were applied to co-investments with
Varagon Capital Partners ("Varagon") and its clients to fund first lien
senior secured loans to 22 and 23 different borrowers as of
and December 31, 2019 , respectively.
127-------------------------------------------------------------------------------- The weighted average yields at amortized cost and fair value of the following portions of our portfolio as ofMarch 31, 2020 andDecember 31, 2019 were as follows: As of March 31, 2020 December 31, 2019 Amortized Cost Fair Value Amortized Cost Fair Value Debt and other income producing securities(1) 8.9 % 9.4 % 9.6 % 9.7 % Total portfolio(2) 7.9 % 8.5 % 8.6 % 8.7 % First lien senior secured loans(2) 7.0 % 7.6 % 7.7 % 7.9 % Second lien senior secured loans(2) 9.4 % 10.1 % 10.2 % 10.4 % Subordinated certificates of the SDLP(2)(3) 12.5 % 13.9 % 14.5 % 14.5 % Senior subordinated loans(2) 11.3 % 11.5 % 11.4 % 11.3 % Collateralized loan obligations 13.2 % 23.2 % 16.9 % 18.9 % Income producing equity securities(2) 12.4 % 12.6 % 12.5 % 12.3 %
_______________________________________________________________________________
(1) "Weighted average yield of debt and other income producing securities" is
computed as (a) the annual stated interest rate or yield earned plus the
net annual amortization of original issue discount and market discount or
premium earned on accruing debt and other income producing securities,
divided by (b) the total accruing debt and other income producing
securities at amortized cost or at fair value as applicable.
(2) "Weighted average yields" are computed as (a) the annual stated interest
rate or yield earned plus the net annual amortization of original issue
discount and market discount or premium earned on the relevant accruing
debt and other income producing securities, divided by (b) the total
relevant investments at amortized cost or at fair value as applicable.
(3) The proceeds from these certificates were applied to co-investments with
Varagon and its clients to fund first lien senior secured loans.
Ares Capital Management , our investment adviser, employs an investment rating
system to categorize our investments. In addition to various risk management and
monitoring tools, our investment adviser grades the credit risk of all
investments on a scale of 1 to 4 no less frequently than quarterly. This system
is intended primarily to reflect the underlying risk of a portfolio investment
relative to our initial cost basis in respect of such portfolio investment
(i.e., at the time of origination or acquisition), although it may also take
into account under certain circumstances the performance of the portfolio
company's business, the collateral coverage of the investment and other relevant
factors. Under this system, investments with a grade of 4 involve the least
amount of risk to our initial cost basis. The trends and risk factors for this
investment since origination or acquisition are generally favorable, which may
include the performance of the portfolio company or a potential exit.
Investments graded 3 involve a level of risk to our initial cost basis that is
similar to the risk to our initial cost basis at the time of origination or
acquisition. This portfolio company is generally performing as expected and the
risk factors to our ability to ultimately recoup the cost of our investment are
neutral to favorable. All investments or acquired investments in new portfolio
companies are initially assessed a grade of 3. Investments graded 2 indicate
that the risk to our ability to recoup the initial cost basis of such investment
has increased materially since origination or acquisition, including as a result
of factors such as declining performance and non-compliance with debt covenants;
however, payments are generally not more than 120 days past due. An investment
grade of 1 indicates that the risk to our ability to recoup the initial cost
basis of such investment has substantially increased since origination or
acquisition, and the portfolio company likely has materially declining
performance. For debt investments with an investment grade of 1, most or all of
the debt covenants are out of compliance and payments are substantially
delinquent. For investments graded 1, it is anticipated that we will not recoup
our initial cost basis and may realize a substantial loss of our initial cost
basis upon exit. For investments graded 1 or 2, our investment adviser enhances
its level of scrutiny over the monitoring of such portfolio company. The grade
of a portfolio investment may be reduced or increased over time.
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Set forth below is the grade distribution of our portfolio companies as of
As of
March 31, 2020 December 31, 2019
(dollar amounts Number of Number of
in millions) Fair Value % Companies % Fair Value % Companies %
Grade 1 $ 149 1.0 % 22 6.2 % $ 92 0.6 % 19 5.4 %
Grade 2 1,126 7.8 % 27 7.6 % 688 4.8 % 14 4.0 %
Grade 3 12,195 84.9 % 292 82.3 % 12,407 86.0 % 301 85.0 %
Grade 4 900 6.3 % 14 3.9 % 1,239 8.6 % 20 5.6 %
Total $ 14,370 100.0 % 355 100.0 % $ 14,426 100.0 % 354 100.0 %
As of
As ofMarch 31, 2020 , loans on non-accrual status represented 3.1% and 1.7% of the total investments at amortized cost and at fair value, respectively. As ofDecember 31, 2019 , loans on non-accrual status represented 1.9% and 0.9% of the total investments at amortized cost and at fair value, respectively.
Senior Direct Lending Program
We have established a joint venture with Varagon to make certain first lien senior secured loans, including certain stretch senior and unitranche loans, primarily toU.S. middle-market companies. Varagon was formed in 2013 as a lending platform by American International Group, Inc. and other partners. The joint venture is called theSenior Direct Lending Program, LLC (d/b/a the "Senior Direct Lending Program" or the "SDLP"). InJuly 2016 , we and Varagon and its clients completed the initial funding of the SDLP. The SDLP may generally commit and hold individual loans of up to$350 million . The SDLP is capitalized as transactions are completed and all portfolio decisions and generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of representatives of ours and Varagon (with approval from a representative of each required). We provide capital to the SDLP in the form of subordinated certificates (the "SDLP Certificates"), and Varagon and its clients provide capital to the SDLP in the form of senior notes, intermediate funding notes and SDLP Certificates. As ofMarch 31, 2020 , we and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates. As ofMarch 31, 2020 andDecember 31, 2019 , we and Varagon and its clients had agreed to make capital available to the SDLP of$6.2 billion and$6.2 billion , respectively, in the aggregate, of which$1.4 billion and$1.4 billion , respectively, is to be made available from us. This capital will only be committed to the SDLP upon approval of transactions by the investment committee of the SDLP. Below is a summary of the funded capital and unfunded capital commitments of the SDLP. As of (in millions) March 31, 2020 December 31, 2019 Total capital funded to the SDLP(1) $ 3,888 $ 3,899 Total capital funded to the SDLP by the Company(1) $ 923 $ 909 Total unfunded capital commitments to the SDLP(2) $ 328 $ 404 Total unfunded capital commitments to the SDLP by the Company(2) $ 78 $ 94
___________________________________________________________________________
(1) At principal amount.
(2) These commitments to fund delayed draw loans have been approved by the investment committee of the SDLP and will be funded if and when conditions to funding such delayed draw loans are met.
The SDLP Certificates pay a coupon equal to LIBOR plus 8.0% and also entitle the
holders thereof to receive a portion of the excess cash flow from the loan
portfolio, after expenses, which may result in a return to the holders of the
SDLP
129
--------------------------------------------------------------------------------Certificates that is greater than the stated coupon. The SDLP Certificates are junior in right of payment to the senior notes and intermediate funding notes.
The amortized cost and fair value of our SDLP Certificates were$923 million and$831 million , respectively, as ofMarch 31, 2020 and$909 million and$909 million , respectively, as ofDecember 31, 2019 . Our yield on our investment in the SDLP Certificates at amortized cost and fair value was 12.5% and 13.9%, respectively, as ofMarch 31, 2020 and 14.5% and 14.5%, respectively, as ofDecember 31, 2019 . For the three months endedMarch 31, 2020 and 2019, we earned interest income of$31 million and$27 million , respectively, from our investment in the SDLP Certificates. We are also entitled to certain fees in connection with the SDLP. For the three months endedMarch 31, 2020 and 2019, in connection with the SDLP, we earned capital structuring service and other fees totaling$1 million and$4 million , respectively. As ofMarch 31, 2020 andDecember 31, 2019 , the portfolio was comprised of all first lien senior secured loans primarily toU.S. middle-market companies and were in industries similar to the companies in our portfolio. As ofMarch 31, 2020 andDecember 31, 2019 , none of the loans were on non-accrual status. Below is a summary of the SDLP's portfolio: As of (dollar amounts in millions) March 31, 2020 December 31, 2019 Total first lien senior secured loans(1)(2) $ 3,880 $
3,892
Weighted average yield on first lien senior secured loans(3)
7.2 % 7.7 %
Largest loan to a single borrower(1) $ 347 $ 348
Total of five largest loans to borrowers(1) $ 1,426 $
1,391
Number of borrowers in the SDLP 22 23 Commitments to fund delayed draw loans (4) $ 328 $ 404 _______________________________________________________________________________
(1) At principal amount.
(2) First lien senior secured loans include certain loans that the SDLP
classifies as "unitranche" loans. As of March 31, 2020 and December 31,
2019 , the total principal amount of loans in the SDLP portfolio that the
SDLP classified as "unitranche" loans was $3,632 million and $3,643
million , respectively.
(3) Computed as (a) the annual stated interest rate on accruing
first lien senior secured loans, divided by (b) total first
lien senior secured loans at principal amount.
(4) As discussed above, these commitments have been approved by the investment
committee of the SDLP.
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Selected financial information for the SDLP as of
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