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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of report (Date of earliest event reported):  November 10, 2022



(Exact Name of Registrant as Specified in Charter)


Maryland   814-00663   33-1089684
(State or Other Jurisdiction
of Incorporation)
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):


¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨    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
Common stock, $0.001 par value   ARCC   NASDAQ Global Select Market


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 ¨


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. ¨







Item 8.01. Other Events.


On November 10, 2022, Ares Capital Corporation (the “Company”) issued 9,200,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to a Purchase Agreement, dated November 7, 2022 (the “Purchase Agreement”), among the Company, the Company’s investment adviser, Ares Capital Management LLC (the “Investment Adviser”), Ares Operations LLC and Morgan Stanley & Co. LLC, BofA Securities, Inc. and UBS Securities LLC, as representatives of the several underwriters named on Schedule A thereto (collectively, the “Underwriters”). This included 1,200,000 shares of Common Stock that the Underwriters purchased pursuant to an option granted to them by the Company under the terms of the Purchase Agreement.


The Shares were purchased by the Underwriters from the Company at a price of $18.87 per share, resulting in net proceeds to the Company of approximately $173.2 million, after deducting discounts and commissions and estimated offering expenses. In addition, the Investment Adviser paid the Underwriters a supplemental payment of $2,208,000, or $0.24 per share, in connection with this offering. This payment is not subject to reimbursement by the Company.


The Shares were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-256733) and a preliminary prospectus supplement, dated November 7, 2022, and accompanying prospectus, dated June 3, 2021, filed with the Securities and Exchange Commission.


The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, filed as Exhibit 1.1 hereto and incorporated by reference herein.





Item 9.01. Financial Statements and Exhibits.


(d) Exhibits:


1.1   Purchase Agreement, dated as of November 7, 2022, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC and Morgan Stanley & Co. LLC, BofA Securities, Inc. and UBS Securities LLC, as representatives of the several underwriters named on Schedule A thereto 
5.1     Opinion of Venable LLP 
23.1    Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 hereto) 
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


Date: November 10, 2022  
  By: /s/ Penni F. Roll
  Name: Penni F. Roll
  Title: Chief Financial Officer




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