UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) September 17, 2019
ARES CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland |
| 814-00663 |
| 33-1089684 |
(State or Other Jurisdiction |
| (Commission |
| (IRS Employer |
245 Park Avenue, 44th Floor, New York, NY |
| 10167 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s telephone number, including area code (212) 750-7300
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock, par value $.001 per share |
| ARCC |
| NASDAQ |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 17, 2019, Ares Capital Corporation (the “Company”) issued an additional $250 million aggregate principal amount of its 4.200% notes due 2024 (the “New 2024 Notes”). The New 2024 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 Tenth Supplemental Indenture, dated June 10, 2019 (the “Tenth Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), pursuant to which, on June 10, 2019, the Company issued $650 million aggregate principal amount of its 4.200% notes due 2024 (the “Existing 2024 Notes”). The New 2024 Notes are being treated as a single series with the Existing 2024 Notes under the Indenture and have the same terms as the Existing 2024 Notes. The New 2024 Notes have the same CUSIP number and are fungible and rank equally with the Existing 2024 Notes.
The New 2024 Notes were issued at a premium of 102.200% of their principal amount, resulting in estimated net proceeds, after estimated offering expenses, of approximately $252.8 million. Aggregate estimated offering expenses in connection with the offering of the New 2024 Notes, including the underwriting discount of $1.5 million, were approximately $2.7 million. The Company expects to use the net proceeds of this offering to repay certain outstanding indebtedness under its debt facilities. The Company may reborrow under its debt facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective.
The New 2024 Notes will mature on June 10, 2024 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 Tenth Supplemental Indenture. The New 2024 Notes bear interest at a rate of 4.200% per year payable semiannually on June 10 and December 10 of each year, commencing on December 10, 2019. The New 2024 Notes are direct senior unsecured obligations of the Company.
The New 2024 Notes were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-230351), the preliminary prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on September 10, 2019 and the pricing term sheet filed with the SEC on September 10, 2019. The transaction closed on September 17, 2019.
The foregoing description of the New 2024 Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the Tenth Supplemental Indenture and the accompanying Form of 4.200% Notes due 2024, filed as Exhibits 4.1 and 4.2, respectively, to the Company’s Current Report on Form 8-K filed with the SEC on June 10, 2019 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit |
| Description |
5.1 |
| |
5.2 |
| |
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) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARES CAPITAL CORPORATION | |
|
|
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Date: September 17, 2019 |
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| By: | /s/ Penni F. Roll |
| Name: | Penni F. Roll |
| Title: | Chief Financial Officer |