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

Item 8.01. Other Events.

On January 18, 2023, Ares Capital Corporation (the "Company") issued 12,075,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock"), pursuant to a Purchase Agreement, dated January 12, 2023 (the "Purchase Agreement"), among the Company, 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 (collectively, the "Underwriters"). This included 1,575,000 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 $18.53 per share, resulting in net proceeds to the Company of approximately $223.4 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. 333-256733) and a preliminary prospectus supplement, dated January 12, 2023, 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 January 12, 2023, 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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