Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On May 28, 2021, Ares Capital Corporation (the "Company") issued an additional
$500 million aggregate principal amount of its 3.250% notes due 2025 (the "New
2025 Notes") pursuant to a Purchase Agreement, dated May 26, 2021 (the "Purchase
Agreement"), among the Company, Ares Capital Management LLC, Ares Operations LLC
and J.P. Morgan Securities LLC. The New 2025 Notes were issued as additional
notes under the Indenture, dated October 21, 2010 (the "Base Indenture"),
between the Company and U.S. Bank National Association (the "Trustee"), as
supplemented by the Eleventh Supplemental Indenture, dated January 15, 2020 (the
"Eleventh Supplemental Indenture," and together with the Base Indenture, the
"Indenture"), pursuant to which, on January 15, 2020, the Company issued $750
million aggregate principal amount of its 3.250% notes due 2025 (the "Existing
2025 Notes"). The New 2025 Notes are being treated as a single series with the
Existing 2025 Notes under the Indenture and have the same terms as the Existing
2025 Notes. The New 2025 Notes have the same CUSIP number and are fungible and
rank equally with the Existing 2025 Notes.
The New 2025 Notes were issued at a premium of 104.745% of their principal
amount, resulting in estimated net proceeds, after estimated offering expenses,
of approximately $519.8 million. Aggregate estimated offering expenses in
connection with the offering of the New 2025 Notes, including the underwriting
discount of $2.5 million, were approximately $3.9 million. The Company expects
to use the net proceeds of this offering to repay certain outstanding
indebtedness under its credit facilities. The Company may reborrow under its
credit facilities for general corporate purposes, which include investing in
portfolio companies in accordance with its investment objective.
The New 2025 Notes will mature on July 15, 2025 and may be redeemed in whole or
in part at the Company's option at any time at the redemption prices set forth
in the Eleventh Supplemental Indenture. The New 2025 Notes bear interest at a
rate of 3.250% per year payable semiannually on January 15 and July 15 of each
year. The New 2025 Notes are direct senior unsecured obligations of the Company.
The New 2025 Notes were offered and sold pursuant to the Registration Statement
on Form N-2 (File No. 333- 248831), the preliminary prospectus supplement filed
with the Securities and Exchange Commission (the "SEC") on May 26, 2021 and the
pricing term sheet filed with the SEC on May 26, 2021.
The foregoing description of the New 2025 Notes does not purport to be complete
and is qualified in its entirety by reference to the full text of the Eleventh
Supplemental Indenture and the accompanying Form of 3.250% Notes due 2025, filed
as Exhibits 4.1 and 4.2, respectively, to the Company's Current Report on Form
8-K filed with the SEC on January 15, 2020 and incorporated by reference
herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
1.1 Purchase Agreement, dated May 26, 2021, among Ares Capital
Corporation, Ares Capital Management LLC, Ares Operations LLC and
J.P. Morgan Securities LLC
5.1 Opinion of Venable LLP
5.2 Opinion of Kirkland & Ellis LLP
23.1 Consent of Venable LLP (contained in the opinion filed as
Exhibit 5.1 hereto)
23.2 Consent of Kirkland & Ellis LLP (contained in the opinion filed
as Exhibit 5.2 hereto)
© Edgar Online, source Glimpses