ARES CAPITAL CORPORATION (NASDAQ:ARCC) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
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), 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 Companys 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 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 Companys Current Report on Form 8-K filed with the SEC on June 10, 2019 and incorporated by reference herein.