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
Item 9.01. Financial Statements and Exhibits.
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
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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