Item 1.01 Entry into a Material Definitive Agreement.
On April 25, 2023, Ares Capital Corporation (the “Company”)
its investment adviser, Ares Capital Management LLC (“Ares Capital Management”) and its administrator, Ares Operations LLC
(“Ares Operations”) entered into separate equity distribution agreements, with each of Truist Securities, Inc. (“Truist”),
Regions Securities LLC (“Regions”) and SMBC Nikko Securities America, Inc. (“SMBC,” and together with Truist
and Regions, the “Sales Agents”). The equity distribution agreements with the Sales Agents described in the preceding sentences
are collectively referred to herein as the “Equity Distribution Agreements.”
The Equity Distribution Agreements provide that the Company may
from time to time issue and sell shares of its common stock, par value $0.001 per share (“Shares”), having an aggregate
offering price of up to $1,000,000,000, through the Sales Agents, or to them as principal for their own respective accounts.
The sales of Shares, if any, may be made in negotiated transactions or transactions that are deemed to be “at the
market,” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on
The NASDAQ Global Select Market or similar securities exchange or sales made to or through a market maker other than on an exchange,
at prices related to the prevailing market prices or at negotiated prices. The Sales Agents will receive a commission from the
Company of up to 1.5% of the gross sales price of any Shares sold through the Sales Agents under the Equity Distribution
Although the Company has filed with the Securities and Exchange Commission
a prospectus supplement, dated as of April 25, 2023, pursuant to which the Company may issue and sell Shares having an aggregate
offering price of up to $1,000,000,000 (the “Prospectus Supplement”), the Company has no obligation to sell any Shares under
the Equity Distribution Agreements, and may at any time suspend the offering of Shares under the Equity Distribution Agreements. Actual
sales will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions,
the trading price of the Company’s common stock and determinations by the Company of its need for and the appropriate sources of
The Equity Distribution Agreements contain customary representations,
warranties and agreements of the Company, conditions to closing, indemnification rights and termination
The foregoing description is only a summary of the material provisions
of the Equity Distribution Agreements and does not purport to be complete and is qualified in its entirety by reference to the full text
of each of the Equity Distribution Agreements, filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this
Current Report on Form 8-K and incorporated by reference herein.
The Shares, if any, will be issued and sold pursuant to the Prospectus
Supplement and the Registration Statement.
This Current Report on Form 8-K shall not constitute an offer
to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or other jurisdiction.
Item 1.02 Termination of a Material Definitive Agreement.
as of April 25, 2023, the Company and each of the Sales Agents terminated the following agreements, which have been superseded by
the Equity Distribution Agreements: (i) the Equity Distribution Agreement, dated as of May 27, 2022, by and among the
Company, Ares Capital Management, Ares Operations and Truist, (ii) the Equity Distribution Agreement, dated as of May 27, 2022,
by and among the Company, Ares Capital Management, Ares Operations and Regions and (iii) the Equity Distribution Agreement, dated
as of May 27, 2022, by and among the Company, Ares Capital Management, Ares Operations and SMBC in accordance with their respective