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) January 22, 2024
ARES STRATEGIC INCOME FUND
(Exact Name of Registrant as Specified in Charter)
| Delaware | 814-01512 | 88-6432468 | ||||||||||||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| 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
(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 | Name of each exchange on which registered | ||||||
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 ý | ||
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 3.02 Unregistered Sale of Equity Securities.
During January 2024, Ares Strategic Income Fund (the “Fund”) sold Class I common shares of beneficial interest. The number of shares to be issued was finalized on January 22, 2024. The purchase price per Class I common share equaled the Fund’s net asset value (“NAV”) per Class I common share as of December 31, 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 January 2024 (number of shares finalized on January 22, 2024) | 1,084,216 | $ | 29.5 | ||||||||
Item 8.01 Other Events.
January 2024 Distributions
On January 23, 2024, the Fund’s board of trustees declared regular monthly distributions for each class of the Fund’s common shares of beneficial interest, including Class I shares, Class S shares and Class D shares (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 | $ | 0.01960 | $ | 0.19470 | |||||||||||
| Class D | $ | 0.21430 | $ | 0.00576 | $ | 0.20854 | |||||||||||
The distributions for each class of Common Shares are payable to shareholders of record as of the open of business on January 31, 2024 and will be paid on or about February 22, 2024.
The January 2024 distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund’s distribution reinvestment plan.
February and March 2024 Distributions
On January 23, 2024, the Fund’s board of trustees also declared regular monthly gross distributions for February and March 2024 for each class of the Fund’s Common Shares in the amounts per share set forth below:
| February 2024 Gross Distributions | March 2024 Gross Distributions | ||||||||||
| Class I | $ | 0.21430 | $ | 0.21430 | |||||||
| Class S | $ | 0.21430 | $ | 0.21430 | |||||||
| Class D | $ | 0.21430 | $ | 0.21430 | |||||||
The net distributions received by shareholders for each class of Common Shares will be equal to the February and March 2024 gross distributions in the table above, less specific shareholder servicing and/or distribution fees applicable to such class of Common Shares as of February 1, 2024 and March 1, 2024, respectively. The distributions for each class of Common Shares are payable to shareholders of record as of the open of business on February 29, 2024 and March 29, 2024 and will be paid on or about March 25, 2024 and April 24, 2024, respectively.
The February and March 2024 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 December 31, 2023, the Fund had investments in 259 portfolio companies with total fair value of approximately $2.6 billion. As of December 31, 2023, based on fair value, the Fund’s portfolio investments consisted of 93% in first lien senior secured loans, 2% in second lien senior secured loans, 1% in collateralized loan obligations, 2% in senior subordinated loans and 2% in preferred equity. As of December 31, 2023, 98% of the debt investments at fair value in the Fund’s portfolio
were floating rate. As of December 31, 2023, the ten largest industries in which the Fund was invested, represented as a percentage of fair value, were as follows:
| As of | |||||
| December 31, 2023 | |||||
| Industry | |||||
| Software and Services | 20.4 | % | |||
| Health Care Services | 12.2 | % | |||
| Consumer Services | 10.5 | % | |||
| Capital Goods | 10.4 | % | |||
| Insurance Services | 7.5 | % | |||
| Financial Services | 7.1 | % | |||
| Commercial and Professional Services | 5.5 | % | |||
| Media and Entertainment | 4.4 | % | |||
| Pharmaceuticals, Biotechnology and Life Sciences | 4.0 | % | |||
| Food and Beverage | 2.7 | % | |||
Net Asset Value
The NAV per share of each class of the Fund as of December 31, 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 December 31, 2023 | |||||
| Class I | $ | 27.22 | |||
| Class S | $ | 27.22 | |||
| Class D | $ | 27.22 | |||
As of December 31, 2023, the Fund’s aggregate NAV was approximately $1,761 million, the fair value of its portfolio investments was approximately $2.6 billion, and it had approximately $710 million of debt outstanding. The Fund’s debt-to-equity leverage ratio as of December 31, 2023 was 0.40x.
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 | 19,750,271 | $ | 534.5 | ||||||||
| Class S | 12,390,505 | $ | 335.1 | ||||||||
| Class D | 2,249,966 | $ | 60.9 | ||||||||
| Private Placements | |||||||||||
| Class I | 36,382,680 | $ | 954.9 | ||||||||
| Class S | — | — | |||||||||
| Class D | — | — | |||||||||
| Total* | 70,773,423 | $ | 1,885.4 | ||||||||
*Amounts may not sum due to rounding.
SIGNATURE
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 STRATEGIC INCOME FUND | ||||||||
| Date: January 23, 2024 | ||||||||
| By: | /s/ JOSHUA M. BLOOMSTEIN | |||||||
| Name: | Joshua M. Bloomstein | |||||||
| Title: | General Counsel and Secretary | |||||||