ARES CAPITAL CORPORATION (NASDAQ:ARCC) Files An 8-K Regulation FD Disclosure
Item7.01 Regulation FD Disclosure.
On January23, 2017, Ares Capital Corporation (the Company)
announced that it plans to make a private offering of $250
million aggregate principal amount of its Convertible Notes due
2022 (the Convertible Notes). In connection with the private
offering of the Convertible Notes, the Company intends to
disclose certain information to potential investors. Attached
hereto as Exhibit99.1 are excerpts from a confidential
preliminary offering memorandum containing certain of such
information, some of which has not been previously reported.
In addition, on January23, 2017, the Company issued a press
release announcing that it plans to make a private offering of
$250million aggregate principal amount of the Convertible Notes.
The Company also plans to grant the initial purchasers an option
to purchase up to an additional $37.5million principal amount of
the Convertible Notes. 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. A copy of the press release is filed
herewith as Exhibit99.2 and incorporated herein by reference.
Neither the Convertible Notes nor the common stock that may be
issued upon conversion thereof will be registered under the
Securities Act of 1933 (as amended, the Securities Act). Neither
the Convertible Notes nor the common stock that may be issued
upon conversion thereof may be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act.
The information disclosed under this Item7.01, including
Exhibit99.1 and Exhibit99.2 hereto, is being furnished and shall
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended, and shall not be deemed
incorporated by reference into any filing made under the
Securities Act, except as expressly set forth by specific
reference in such filing. The furnishing of this information to
Item7.01 shall not be deemed an admission by the Company as to
the materiality of such information.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits:
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ExhibitNumber |
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Description |
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99.1 |
Regulation FD Disclosure. |
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99.2 |
Press Release, dated January23, 2017. |
About ARES CAPITAL CORPORATION (NASDAQ:ARCC)
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.