Current Report Filing (8-k)
19 January 2022 - 08:31AM
Edgar (US Regulatory)
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)
January 18, 2022
ARES CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland
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814-00663
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33-1089684
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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245 Park Avenue, 44th Floor, New York, NY
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10167
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(Address of Principal Executive Offices)
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(Zip Code)
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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
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Trading symbol
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Name of each exchange on which registered
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Common stock, $0.001 par value
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ARCC
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NASDAQ Global Select Market
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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
January 18, 2022, Ares Capital Corporation (the “Company”) issued 10,000,000 shares (the “Shares”) of the
Company’s common stock, par value $0.01 per share, pursuant to a Purchase Agreement, dated January 12, 2022 (the “Purchase
Agreement”), among the Company, 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 (collectively, the “Underwriters”).
In addition, under the terms of the Purchase Agreement, the Company granted the Underwriters an option to purchase an additional 1,500,000
shares of Common Stock, exercisable for 30 days from the date of the Purchase Agreement.
The
Shares were purchased by the Underwriters from the Company at a price of $21.06 per share, resulting in net proceeds to the Company of
approximately $210.2 million, after deducting
discounts and commissions and estimated offering expenses.
The Shares were offered and sold pursuant to the
Registration Statement on Form N-2 (File No. 333-256733) and a prospectus supplement and accompanying prospectus, dated January 13,
2022, 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:
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.
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ARES CAPITAL CORPORATION
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Date: January 18, 2022
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By:
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/s/ Penni F. Roll
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Name:
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Penni F. Roll
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Title:
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Chief Financial Officer
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