Item 8.01. Other Events.

On November 10, 2022, Ares Capital Corporation (the "Company") issued 9,200,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock"), pursuant to a Purchase Agreement, dated November 7, 2022 (the "Purchase Agreement"), among the Company, the Company's investment adviser, Ares Capital Management LLC (the "Investment Adviser"), Ares Operations LLC and Morgan Stanley & Co. LLC, BofA Securities, Inc. and UBS Securities LLC, as representatives of the several underwriters named on Schedule A thereto (collectively, the "Underwriters"). This included 1,200,000 shares of Common Stock that the Underwriters purchased pursuant to an option granted to them by the Company under the terms of the Purchase Agreement.

The Shares were purchased by the Underwriters from the Company at a price of $18.87 per share, resulting in net proceeds to the Company of approximately $173.2 million, after deducting discounts and commissions and estimated offering expenses. In addition, the Investment Adviser paid the Underwriters a supplemental payment of $2,208,000, or $0.24 per share, in connection with this offering. This payment is not subject to reimbursement by the Company.

The Shares were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-256733) and a preliminary prospectus supplement, dated November 7, 2022, and accompanying prospectus, dated June 3, 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 November 7, 2022, among Ares
            Capital Corporation, Ares Capital Management LLC, Ares Operations LLC
            and Morgan Stanley & Co. LLC, BofA Securities, Inc. and UBS
            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)

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)




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