Filed Pursuant to Rule 424(b)(3)
Registration No. 333- 264145
ARES STRATEGIC INCOME FUND
SUPPLEMENT NO. 12 DATED December 22, 2023
TO THE PROSPECTUS DATED MAY 25, 2023
This prospectus supplement (“Supplement”) contains information that amends, supplements or modifies certain information contained in the accompanying prospectus of Ares Strategic Income Fund (the “Fund”), dated May 25, 2023 (as amended and supplemented to date, the “Prospectus”). This Supplement is part of and should be read in conjunction with the Prospectus. Unless otherwise indicated, all other information included in the Prospectus, or any previous supplements thereto, that is not inconsistent with the information set forth in this Supplement remains unchanged. Unless otherwise defined herein, capitalized terms used in this Supplement shall have the same meanings as in the Prospectus.
Effective immediately, the Prospectus is updated to disclose (i) the Fund entering into the SG Funding Facility Amendment (as defined below); (ii) the agreement by the Fund to sell Class I common shares of beneficial interest (the “Class I common shares”) for an aggregate purchase price of $18.8 million in an unregistered sale of Class I common shares; (iii) the declaration of regular monthly distributions for each class of the Fund’s common shares of beneficial interest, including Class I common shares, Class S common shares and Class D common shares (collectively, the “Common Shares”); (iv) commentary on the portfolio and business of the Fund; (v) the net asset value (“NAV”) per share of each class of Common Shares as of November 30, 2023; and (vi) the status of the Fund’s Offering (as defined below) and Private Placements (as defined below).
Amendment No. 1 to the SG Funding Facility
On December 19, 2023, the Fund and ASIF Funding I, LLC, a wholly owned subsidiary of the Fund (the “Borrower”), entered into Amendment No. 1 to the Loan and Servicing Agreement (the “SG Funding Facility Amendment”) to the Loan and Servicing Agreement, dated as of July 26, 2023 (as amended, the “SG Funding Facility”), by and among the Borrower, the Fund as equityholder, the lenders from time to time parties thereto, Société Générale, as swingline lender and agent, the collateral agent and collateral administrator party thereto, and the document custodian party thereto.
The SG Funding Facility Amendment, among other things, (a) increased the total commitments under the SG Funding Facility from $500 million to $1 billion, including commitments for up to $50 million of swingline loans subject to the terms of the SG Funding Facility Amendment (any usage of which reduces availability for revolving loans); and (b) adjusted the interest rate charged on the SG Funding Facility to an applicable benchmark (Term SOFR, Daily Simple SONIA, EURIBOR or CORRA) plus an applicable margin of 2.60% per annum.
In addition, the SG Funding Facility Amendment provides that (i) $250 million of the outstanding Revolving Loans (as defined in the SG Funding Facility) will be converted to Term Loans (as defined in the SG Funding Facility) in connection with the SG Funding Facility Amendment and (ii) on July 26, 2024, an additional $100 million of the outstanding Revolving Loans will be automatically converted to Term Loans. Term Loans under the SG Funding Facility must be paid in full on the earlier of (i) July 26, 2028 and (ii) the effective date on which the SG Funding Facility is terminated pursuant to its terms. The other terms of the SG Funding Facility remained materially unchanged.
Borrowings under the SG Funding Facility are subject to the SG Funding Facility’s various covenants and leverage restrictions contained in the Investment Company Act of 1940, as amended.
The description above is only a summary of the material provisions of the SG Funding Facility Amendment and is qualified in its entirety by reference to a copy of the SG Funding Facility Amendment, which is filed as an Exhibit to our Registration Statement on Form N-2 (File No. 333-264145) declared effective by the Securities and Exchange Commission on April 24, 2023, as amended and supplemented.
Unregistered Sale of Equity Securities
During December 2023, the Fund sold Class I common shares. The number of shares to be issued was finalized on December 21, 2023. The purchase price per Class I common share equaled the Fund’s NAV per Class I common share as of November 30, 2023. The offer and sale of the Class I common shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and/or Regulation S promulgated thereunder. The following table details the Class I common shares sold:
| Date of Unregistered Sales (dollar amount in millions) | Amount of Class I Common Shares | Total Consideration | ||||
| During December 2023 (number of shares finalized on December 21, 2023) | 696,263 | $ | 18.8 | |||
December 2023 Distributions
On November 13, 2023, the Fund’s board of trustees declared regular monthly distributions for each class of the Common Shares in the amounts per share set forth below:
| Gross Distribution | Shareholder Servicing Fee | Net Distribution | ||||||||||
| Class I | $ | 0.21430 | $ | 0.00000 | $ | 0.21430 | ||||||
| Class S | $ | 0.21430 | $ | 0.01951 | $ | 0.19479 | ||||||
| Class D | $ | 0.21430 | $ | 0.00574 | $ | 0.20856 | ||||||
The distributions for each class of Common Shares are payable to shareholders of record as of the open of business on December 29, 2023 and will be paid on or about January 25, 2024.
The distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund’s distribution reinvestment plan.
Portfolio and Business Commentary
As of November 30, 2023, the Fund had investments in 244 portfolio companies with total fair value of approximately $2,421 million. As of November 30, 2023, based on fair value, the Fund’s portfolio investments consisted of 94% in first lien senior secured loans, 1% in second lien senior secured loans, 1% in collateralized loan obligations, 1% in senior subordinated loans, 2% in preferred equity and 1% in other equity. As of November 30, 2023, 98% of the debt investments at fair value in the Fund’s portfolio were floating rate. As of November 30, 2023, the ten largest industries in which the Fund was invested, represented as a percentage of fair value, were as follows:
| As of | |||
| November 30, 2023 | |||
| Industry | |||
| Software and Services | 20.6 | % | |
| Health Care Services | 12.7 | % | |
| Consumer Services | 10.8 | % | |
| Capital Goods | 10.5 | % | |
| Financial Services | 7.2 | % | |
| Insurance Services | 6.4 | % | |
| Commercial and Professional Services | 5.4 | % | |
| Media and Entertainment | 4.5 | % | |
| Pharmaceuticals, Biotechnology and Life Sciences | 3.7 | % | |
| Retailing and Distribution | 2.9 | % |
Net Asset Value
The NAV per share of each class of Common Shares as of November 30, 2023, as determined in accordance with the valuation policies and procedures of Ares Capital Management, LLC, the Fund’s investment adviser, was as follows:
| NAV as of November 30, 2023 | ||||
| Class I | $ | 27.03 | ||
| Class S | $ | 27.03 | ||
| Class D | $ | 27.03 | ||
As of November 30, 2023, the Fund’s aggregate NAV was approximately $1,560 million, the fair value of its portfolio investments was approximately $2,421 million, and it had approximately $710 million of debt outstanding. The Fund’s debt-to-equity leverage ratio as of November 30, 2023 was 0.46x.
Status of Offering
The Fund is currently publicly offering on a continuous basis up to $7.5 billion of its Common Shares, pursuant to an offering (the “Offering”). Additionally, the Fund has sold unregistered shares as part of private offerings (the “Private Placements”). The following table lists the Common Shares issued and total consideration for both the Offering and the Private Placements as of the date of this filing. The table below does not include Common Shares issued through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Common Shares in the Offering on a monthly basis.
| (dollar amounts in millions) | Common Shares Issued | Total Consideration | |||||
| Offering: | |||||||
| Class I | 16,321,239 | $ | 441.2 | ||||
| Class S | 10,959,519 | $ | 296.1 | ||||
| Class D | 1,797,872 | $ | 48.6 | ||||
| Private Placements | |||||||
| Class I | 35,298,464 | $ | 925.4 | ||||
| Class S | — | — | |||||
| Class D | — | — | |||||
| Total* | 64,377,094 | $ | 1,711.3 | ||||
*Amounts may not sum due to rounding.
Please retain this Supplement with your Prospectus.
