Item 1.01 Entry into a Material Definitive Agreement.
On August 10, 2020, Ares Capital Corporation (the "Company") entered into an
equity distribution agreement (the "Regions Equity Distribution Agreement") with
Regions Securities LLC ("Regions"), Ares Capital Management LLC and Ares
Operations LLC on the same terms as the equity distribution agreement, dated
November 8, 2019 (together with the Regions Equity Distribution Agreement, the
"Equity Distribution Agreements"), entered into with Truist Securities, Inc.
(together with Regions, the "Sales Agents") for the purpose of adding Regions as
an additional Sales Agent under the Company's existing "at the market" program
equity offering. The Equity Distribution Agreements provide that the Company may
from time to time issue and sell shares of its common stock, par value $0.001
per share (the "Shares"), having an aggregate offering price of up to
$500,000,000, through the Sales Agents, or to them as principal for their own
respective accounts.
Further details regarding the Equity Distribution Agreements and the "at the
market" program equity offering are set forth in the Company's Current Report on
Form 8-K filed with the Securities and Exchange Commission (the "SEC") on
November 8, 2019, which is incorporated by reference herein.
The foregoing description is only a summary of the material provisions of the
Equity Distribution Agreements and does not purport to be complete and is
qualified in its entirety by reference to the full text of each of the Equity
Distribution Agreements, filed as Exhibit 10.1 to this Current Report on Form
8-K and Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the
SEC on November 8, 2019, and incorporated by reference herein.
The Shares will be issued pursuant to the Company's Registration Statement on
Form N-2 (File No. 333-230351) that was filed with the SEC on May 29, 2019 and
the prospectus supplement, dated August 10, 2020.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or other jurisdiction.
Item 1.02 Termination of a Material Definitive Agreement.
On August 6, 2020, the Company provided written notice to Capital One
Securities, Inc. of its election to terminate the Equity Distribution Agreement,
dated November 8, 2019, by and among the Company, Ares Capital Management LLC,
Ares Operations LLC and Capital One Securities, Inc. (the "Capital One Equity
Distribution Agreement"). The termination of the Capital One Equity Distribution
Agreement was effective August 7, 2020.
The material terms of the Capital One Equity Distribution Agreement are
summarized in the Company's Current Report on Form 8-K filed on November 8,
2019, which is incorporated herein by reference. Such summary does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Capital One Equity Distribution Agreement, filed as Exhibit 10.2 to the
above-referenced Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
5.1 Opinion of Venable LLP, dated August 10,
2020
10.1 Equity Distribution Agreement, dated as of
August 10, 2020, among Ares Capital
Corporation, Ares Capital Management LLC,
Ares Operations LLC and Regions Securities
LLC
23.1 Consent of Venable LLP (included in Exhibit
5.1)
23.2 Consent of KPMG LLP
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