ARES CAPITAL CORPORATION (NASDAQ:ARCC) Files An 8-K Entry into a Material Definitive Agreement

ARES CAPITAL CORPORATION (NASDAQ:ARCC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

On January11, 2018, Ares Capital Corporation (the “Company”) and U.S. Bank National Association (the “Trustee”), entered into an Eighth Supplemental Indenture (the “Eighth Supplemental Indenture”) to the Indenture, dated October21, 2010, between the Company and the Trustee (the “Indenture”). The Eighth Supplemental Indenture relates to the Company’s issuance, offer and sale of $600,000,000 aggregate principal amount of its 4.250% notes due 2025 (the “Notes”).

The Notes will mature on March1, 2025 and may be redeemed in whole or in part at the Company’s option at any time at the redemption prices set forth in the Eighth Supplemental Indenture. The Notes bear interest at a rate of 4.250% per year payable semiannually on March1 and September1 of each year, commencing on September1, 2018. The Notes are direct unsecured obligations of the Company.

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 Indenture, as supplemented by the Eighth Supplemental Indenture, contains certain covenants including covenants requiring the Company to comply with Section18(a)(1)(A)as modified by Section61(a)(1)of the Investment Company Act of 1940, as amended, or any successor provisions, giving effect to any exemptive relief granted to the Company by the SEC, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch,Inc. and Standard& Poor’s Ratings Services), the Company will be required to make an offer to purchase the Notes at a price equal to 50% of the principal amount plus accrued and unpaid interest to the date of purchase.

The Notes were offered and sold to the Registration Statement on FormN-2 (File No.333-212142), the preliminary prospectus supplement filed with the Securities and Exchange Commission on January8, 2018 and the pricing term sheet filed with the Securities and Exchange Commission on January8, 2018. The transaction closed on January11, 2018.

The Trustee also serves as the Company’s custodian under the terms of a custody agreement, to which it receives customary fees and expenses as custodian.

The foregoing descriptions of the Eighth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Eighth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





Eighth Supplemental Indenture, dated as of January11, 2018, relating to the 4.250% Notes due 2025, between the Company and U.S. Bank National Association, as trustee


Formof 4.250% Notes due 2025 (contained in the Eighth Supplemental Indenture filed as Exhibit4.1 hereto)


Opinion of Venable LLP


Opinion of Proskauer Rose LLP


Consent of Venable LLP (contained in the opinion filed as Exhibit5.1 hereto)


Consent of Proskauer Rose LLP (contained in the opinion filed as Exhibit5.2 hereto)

To view the full exhibit click here


Ares Capital Corporation is a specialty finance company that is a closed-end, non-diversified management investment company. The Company’s investment objective is to generate both current income and capital appreciation through debt and equity investments. The Company invests primarily in the United States middle-market companies. The Company invests in first lien senior secured loans (including unitranche loans, which are loans that combine both senior and mezzanine debt, generally in a first lien position), second lien senior secured loans and mezzanine debt, which in some cases includes an equity component. The Company focuses on self-originating most of its investments by pursuing an array of investment opportunities in middle-market companies, venture capital backed businesses and power generation projects across multiple channels. It also makes preferred and/or common equity investments. The Company is externally managed by its investment advisor, Ares Capital Management LLC.

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