Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
Filed Pursuant to Rule 433
Issuer Free Writing Prospectus dated July 27, 2023
Relating to Preliminary Prospectus Supplement dated July 27, 2023 and
Prospectus dated June 3, 2021
Registration No. 333-256733
Ares Capital Corporation
7.000% Notes due 2027
PRICING TERM SHEET
July 27, 2023
The following sets forth the final terms of the
7.000% Notes due 2027 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated July
27, 2023, together with the accompanying prospectus dated June 3, 2021, relating to these securities (the “Preliminary Prospectus”),
and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus.
In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein
but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts
are references to U.S. dollars.
|Ares Capital Corporation
|7.000% Notes due 2027
|Ratings (Moody’s / S&P / Fitch)*
|Aggregate Principal Amount Offered
|January 15, 2027, unless earlier repurchased or redeemed
|July 27, 2023
|August 3, 2023 (T+5)
|Interest Payment Dates
|January 15 and July 15, commencing January 15, 2024
|Price to Public (Issue Price)
|99.257% of the principal amount
|Coupon (Interest Rate)
|Yield to Maturity
|4.50% due July 15, 2026
|Benchmark Treasury Price / Yield
|99-23 ¼+ / 4.599%
|Spread to Benchmark Treasury
|+265 basis points
|Change of Control
|Holders have the right to require Ares Capital to repurchase the Notes at 100% of their principal amount plus accrued and unpaid interest, if any, in the event of a Change of Control Repurchase Event.
Ares Capital may redeem the Notes at its option, in whole or in part,
at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places)
equal to the greater of:
1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption
date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 40 basis points less
(b) interest accrued to the date of redemption, and
2) 100% of the principal amount of the Notes to be redeemed,
plus, in either case, accrued and unpaid interest
thereon to the redemption date.
|$2,000 and integral multiples of $1,000 in excess thereof
|CUSIP / ISIN
|04010L BE2 / US04010LBE20
|Joint Book-Running Managers
BofA Securities, Inc.
J.P. Morgan Securities LLC
SMBC Nikko Securities America, Inc.
Wells Fargo Securities, LLC
Mizuho Securities USA LLC
MUFG Securities Americas Inc.
RBC Capital Markets, LLC
Santander US Capital Markets LLC
Truist Securities, Inc.
|Joint Lead Managers
|CIBC World Markets Corp.
ICBC Standard Bank Plc
Morgan Stanley & Co. LLC
Barclays Capital Inc.
BNP Paribas Securities Corp.
BNY Mellon Capital Markets, LLC
Capital One Securities, Inc.
Goldman Sachs & Co. LLC
Natixis Securities Americas LLC
Regions Securities LLC
SG Americas Securities, LLC
U.S. Bancorp Investments, Inc.
ING Financial Markets LLC
R. Seelaus & Co., LLC
Academy Securities, Inc.
Citigroup Global Markets Inc.
Comerica Securities, Inc.
Deutsche Bank Securities Inc.
Keefe, Bruyette & Woods, Inc.
Loop Capital Markets LLC
Samuel A. Ramirez & Company, Inc.
Siebert Williams Shank & Co., LLC
* Note: A securities rating is not a recommendation
to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**Ares Capital Corporation expects that delivery
of the Notes will be made to investors on or about August 3, 2023, which will be the fifth business day following the date hereof. Under
Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business
days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on any date prior
to two business days before delivery will be required by virtue of the fact that the Notes initially settle in T+5, to specify an alternate
settlement arrangement at the time of any such trade to prevent a failed settlement.
Purchasers of the Notes who wish to trade the
Notes on any date prior to two business days before delivery should consult their advisors.
Investors are advised to carefully consider
the investment objective, risks, charges and expenses of Ares Capital before investing. The Preliminary Prospectus, which has been filed
with the Securities and Exchange Commission, contains this and other information about Ares Capital and should be read carefully before
The information in the Preliminary Prospectus
and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers
to sell any securities of Ares Capital and are not soliciting an offer to buy such securities in any jurisdiction where such offer and
sale is not permitted.
The issuer has filed a registration statement,
including a prospectus and a prospectus supplement with the SEC, for the offering to which this communication relates. Before you invest,
you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with
the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus and the prospectus supplement if you request them by calling BofA Securities, Inc. at 1-800-294-1322,
J.P. Morgan Securities LLC at 1-212-834-4533, SMBC Nikko Securities America, Inc. at 1-888-868-6856 or Wells Fargo Securities, LLC at
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