On January 12, 2026 Ares Capital Corporation and U.S. Bank Trust Company, National Association (the ?Trustee?), entered into a Fifth Supplemental Indenture (the ?Fifth Supplemental Indenture?) to the Indenture, dated May 13, 2024, between the Company and the Trustee (the ?Base Indenture? and, together with the Fifth Supplemental Indenture, the ?Indenture?). The Fifth Supplemental Indenture relates to the Company?s issuance, offer and sale of $750,000,000 aggregate principal amount of its 5.250% notes due 2031 (the ?Notes?).
The Notes will mature on April 12, 2031 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 Fifth Supplemental Indenture. The Notes bear interest at a rate of 5.250% per year payable semiannually on April 12 and October 12 of each year, commencing on April 12, 2026. 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 credit facilities. The Company may reborrow under its credit facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective. The Base Indenture, as supplemented by the Fifth 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of the Investment Company Act of 1940, as amended, or any successor provisions, as such obligation may be amended or superseded but giving effect to any exemptive relief granted to the Company by the Securities and Exchange Commission (the ?SEC?), and to provide financial information to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 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 each of 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.
333-279023) filed with the SEC on May 1, 2024, the preliminary prospectus supplement filed with the SEC on January 5, 2026 and the pricing term sheet filed with the SEC on January 5, 2026. The transaction closed on January 12, 2026. 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.
