Item 2.02 Results of Operations and Financial Condition.
On October 25, 2022, the registrant issued a press release announcing its
financial results for the quarter ended September 30, 2022. The text of the
press release is included as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 2.02, including Exhibit 99.1 hereto,
is being furnished and shall not be deemed "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934 and shall not be deemed incorporated by
reference into any filing made under the Securities Act of 1933, except as
expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 20, 2022, the board of directors (the "Board") of the
registrant appointed Kort Schnabel, 45, as Co-President. Mr. Schnabel was a
founding member of the U.S. direct lending strategy of Ares Management
Corporation ("Ares Management") in 2004 and has been an Ares Management employee
since 2001. Mr. Schnabel currently serves as a Partner and Co-Head for Ares U.S.
direct lending strategy. As part of this role, he is a member of the Investment
Committee of the registrant's investment adviser, Ares Capital Management LLC
(the "Investment Adviser") and leads Ares Management's direct lending team. Ares
Management is a parent entity of the Investment Adviser. Concurrently, Michael
L. Smith stepped down as Co-President. Mitchell Goldstein will continue in his
role as Co-President of the registrant alongside Mr. Schnabel.
As an executive officer, Mr. Schnabel will not receive any compensation from the
registrant.
On October 20, 2022, the Board increased the size of the Board from ten to 11
members and appointed Michael L. Smith as an interested Class III director to
fill the vacancy created by such increase.
The initial term of Mr. Smith, a Class III director, will expire at the 2025
annual meeting of stockholders of the registrant. As an interested director, Mr.
Smith will not receive any compensation from the registrant.
Mr. Smith, 51, is a Partner and Co-Head of the Ares Credit Group. He serves on
the Ares Executive Management Committee. From time to time, he may serve as an
officer, director or principal of entities affiliated with Ares Management or of
investment funds managed by Ares Management and its affiliates. Mr. Smith is a
member of the Investment Committee of the Investment Adviser, Ares Credit
Group's U.S. Direct Lending and Commercial Finance Investment Committees, the
Ares Private Equity Group's Special Opportunities Investment Committee and the
Infrastructure and Power Group Funds Investment Committee. Mr. Smith previously
served as Co-President of the registrant from July 2014 to October 2022 and
Executive Vice President of the registrant from May 2013 to July 2014. Prior to
joining Ares in 2004, Mr. Smith was a Partner at RBC Capital Partners, a
division of Royal Bank of Canada, which led the firm's middle market financing
and principal investment business. Previously, Mr. Smith worked at Indosuez
Capital in their Merchant Banking Group, Kenter, Glastris & Company, and at
Salomon Brothers Inc, in their Debt Capital Markets Group and Financial
Institutions Group. Mr. Smith serves on the Board of Directors of the University
of Notre Dame's Wilson Sheehan Lab for Economic Opportunity (LEO), which helps
service providers apply scientific evaluation methods to better understand and
share effective poverty interventions. Mr. Smith received a B.S. in Business
Administration from the University of Notre Dame and a Masters in Management
from Northwestern University's Kellogg Graduate School of Management. The
registrant believes that Mr. Smith's depth of experience in investment
management, leveraged finance and financial services, as well as his intimate
knowledge of our business and operations, gives the Board valuable industry
specific knowledge and expertise on these and other matters. Mr. Smith is an
interested director because he is a Partner and Co-Head of Ares Credit Group, a
member of the Ares Executive Management Committee and serves on the Investment
Committee of the registrant's Investment Adviser.
Item 7.01 Regulation FD Disclosure.
On October 25, 2022, the registrant issued a press release, included herewith as
Exhibit 99.1, announcing the declaration of a fourth quarter 2022 dividend of
$0.48 per share, payable on December 29, 2022 to stockholders of record as of
December 15, 2022. The registrant previously declared on February 9, 2022 an
additional dividend of $0.03 per share payable on December 29, 2022 to
stockholders of record as of December 15, 2022. Payment of the additional
December 29, 2022 dividend is subject to the satisfaction of certain Maryland
law requirements.
On October 25, 2022, the registrant issued a press release announcing the
appointment of Mr. Schnabel as Co-President and Mr. Smith as a Director. The
text of the press release is attached as Exhibit 99.2 to this Form 8-K.
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The information disclosed under this Item 7.01, including Exhibit 99.1 and
Exhibit 99.2 hereto, is being furnished and shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be
deemed incorporated by reference into any filing made under the Securities Act
of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
99.1 Press Release, dated October 25, 2022
99.2 Press Release, dated October 25, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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