Current Report Filing (8-k)
August 02 2022 - 4:31PM
Edgar (US Regulatory)
0001287750
false
0001287750
2022-08-02
2022-08-02
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): August 2, 2022
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 8.01. Other Events.
On August 2, 2022, Ares Capital
Corporation (the “Company”) issued 9,200,000 shares (the “Shares”) of the Company’s common stock, par value
$0.01 per share (“Common Stock”), pursuant to a Purchase Agreement, dated July 28, 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”). This included
1,200,000 shares of Common Stock that the Underwriters purchased pursuant to an option granted to them by the Company under the terms
of the Purchase Agreement.
The Shares were purchased
by the Underwriters from the Company at a price of $19.00 per share, resulting in net proceeds to the Company of approximately $174.4
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 preliminary prospectus supplement, dated July 28,
2022, and accompanying prospectus, dated June 3, 2021, 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.
|
ARES CAPITAL CORPORATION |
Date: August 2, 2022 |
|
|
By: |
/s/ Penni F. Roll |
|
Name: |
Penni F. Roll |
|
Title: |
Chief Financial Officer |
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