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2023-04-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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): April
25, 2023
ARES CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland |
|
814-00663 |
|
33-1089684 |
(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):
¨ 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 1.01 Entry into a
Material Definitive Agreement.
On April 25, 2023, Ares Capital Corporation (the “Company”)
its investment adviser, Ares Capital Management LLC (“Ares Capital
Management”) and its administrator, Ares Operations LLC (“Ares
Operations”) entered into separate equity distribution agreements,
with each of Truist Securities, Inc. (“Truist”), Regions
Securities LLC (“Regions”) and SMBC Nikko Securities
America, Inc. (“SMBC,” and together with Truist and Regions,
the “Sales Agents”). The equity distribution agreements with the
Sales Agents described in the preceding sentences are collectively
referred to herein as the “Equity Distribution Agreements.”
The Equity Distribution Agreements provide that the Company may
from time to time issue and sell shares of its common stock, par
value $0.001 per share (“Shares”), having an aggregate offering
price of up to $1,000,000,000, through the Sales Agents, or to them
as principal for their own respective accounts. The sales of
Shares, if any, may be made in negotiated transactions or
transactions that are deemed to be “at the market,” as defined in
Rule 415(a)(4) under the Securities Act of 1933, as
amended, including sales made directly on The NASDAQ Global Select
Market or similar securities exchange or sales made to or through a
market maker other than on an exchange, at prices related to the
prevailing market prices or at negotiated prices. The Sales Agents
will receive a commission from the Company of up to 1.5% of the
gross sales price of any Shares sold through the Sales Agents under
the Equity Distribution Agreements.
Although the Company has filed with the Securities and Exchange
Commission a prospectus supplement, dated as of April 25,
2023, pursuant to which the Company may issue and sell Shares
having an aggregate offering price of up to $1,000,000,000 (the
“Prospectus Supplement”), the Company has no obligation to sell any
Shares under the Equity Distribution Agreements, and may at any
time suspend the offering of Shares under the Equity Distribution
Agreements. Actual sales will depend on a variety of factors to be
determined by the Company from time to time, including, among
others, market conditions, the trading price of the Company’s
common stock and determinations by the Company of its need for and
the appropriate sources of additional capital.
The Equity Distribution Agreements contain customary
representations, warranties and agreements of the Company,
conditions to closing, indemnification rights and termination
provisions.
The foregoing description is only a summary of the material
provisions of the Equity Distribution Agreements and does not
purport to be complete and is qualified in its entirety by
reference to the full text of each of the Equity Distribution
Agreements, filed as Exhibit 10.1, Exhibit 10.2 and
Exhibit 10.3, respectively, to this Current Report on
Form 8-K and incorporated by reference herein.
The Shares, if any, will be issued and sold pursuant to the
Prospectus Supplement and the Registration Statement.
This Current Report on Form 8-K shall not constitute an offer
to sell or a solicitation of an offer to buy any securities, nor
shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
Item 1.02 Termination
of a Material Definitive Agreement.
Effective
as of April 25, 2023, the Company and each of the Sales Agents
terminated the following agreements, which have been superseded by
the Equity Distribution Agreements: (i) the Equity
Distribution Agreement, dated as of May 27, 2022, by and among
the Company, Ares Capital Management, Ares Operations and Truist,
(ii) the Equity Distribution Agreement, dated as of
May 27, 2022, by and among the Company, Ares Capital
Management, Ares Operations and Regions and (iii) the Equity
Distribution Agreement, dated as of May 27, 2022, by and among
the Company, Ares Capital Management, Ares Operations and SMBC in
accordance with their respective terms.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits
5.1 |
|
Opinion
of Venable LLP, dated April 25, 2023 |
|
|
|
10.1 |
|
Equity
Distribution Agreement, dated as of April 25, 2023, among Ares
Capital Corporation, Ares Capital Management LLC, Ares Operations
LLC and Regions Securities LLC |
|
|
|
10.2 |
|
Equity
Distribution Agreement, dated as of April 25, 2023, among Ares
Capital Corporation, Ares Capital Management LLC, Ares Operations
LLC and Truist Securities, Inc. |
|
|
|
10.3 |
|
Equity
Distribution Agreement, dated as of April 25, 2023, among Ares
Capital Corporation, Ares Capital Management LLC, Ares Operations
LLC and SMBC Nikko Securities America, Inc. |
|
|
|
23.1 |
|
Consent
of Venable LLP (included in Exhibit 5.1) |
|
|
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL
document) |
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 |
Date: April 25,
2023 |
|
|
By: |
/s/ Penni F. Roll |
|
Name: |
Penni F. Roll |
|
Title: |
Chief Financial
Officer |
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