ARES CAPITAL CORP : Other Events, Financial Statements and Exhibits (form 8-K)

Item 8.01. Other Events.

On February 16, 2021, Ares Capital Corporation (the "Company") issued 13,500,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share, pursuant to a Purchase Agreement, dated February 10, 2021 (the "Purchase Agreement"), among the Company, Ares Capital Management LLC, Ares Operations LLC and BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo Securities LLC, as representatives of the several underwriters named on Schedule A thereto (collectively, the "Underwriters"). In addition, under the terms of the Purchase Agreement, the Company granted the Underwriters an option to purchase an additional 2,025,000 shares of Common Stock, exercisable for 30 days from the date of the Purchase Agreement.

The Shares were purchased by the Underwriters from the Company at a price of $17.85 per share, resulting in net proceeds to the Company of approximately $240.5 million, after deducting discounts and commissions and estimated offering expenses.

The Shares were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-248831) and a prospectus supplement and accompanying prospectus, dated February 10, 2021, filed with the Securities and Exchange Commission.

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, filed as Exhibit 1.1 hereto and incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:



Exhibit Number                                  Description
  1.1                Purchase Agreement, dated as of February 10, 2021, among Ares
                   Capital Corporation, Ares Capital Management LLC, Ares Operations LLC
                   and BofA Securities, Inc., Morgan Stanley & Co. LLC and Wells Fargo
                   Securities LLC, as representatives of the several underwriters named
                   on Schedule A thereto
  5.1                Opinion of Venable LLP
  23.1               Consent of Venable LLP (contained in the opinion filed as Exhibit
                   5.1 hereto)




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