Item 1.01. Entry into a Material Definitive Agreement.
On
The Notes will mature on
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.
The Indenture, as supplemented by the Sixteenth Supplemental Indenture, contains
certain covenants including covenants requiring the Company to comply with
Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act
of 1940, as amended, or any successor provisions, as such obligation may be
amended or superseded but giving effect to any exemptive relief granted to the
Company by the
In addition, upon the occurrence of a change of control repurchase event (which
involves the occurrence of both a change of control and a below investment grade
rating of the Notes by
The Notes were offered and sold pursuant to the Registration Statement on
Form N-2 (File No. 333-256733) , the preliminary prospectus supplement filed
with the
The Trustee also serves as the Company's custodian under the terms of a custody agreement, pursuant to which it receives customary fees and expenses as custodian.
The foregoing descriptions of the Sixteenth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Sixteenth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On
2
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: Exhibit Number Description 1.1 Purchase Agreement, dated as ofJanuary 6, 2022 , amongAres Capital Corporation ,Ares Capital Management LLC ,Ares Operations LLC and BofA Securities, Inc.,J.P. Morgan Securities LLC ,SMBC Nikko Securities America, Inc. andWells Fargo Securities, LLC , as representatives of the several underwriters named on Schedule A thereto 4.1 Sixteenth Supplemental Indenture, dated as ofJanuary 13, 2022 , relating to the 2.875% Notes due 2027, between the Company andU.S. Bank National Association , as trustee 4.2 Form of 2.875% Notes due 2027 (contained in the Sixteenth Supplemental Indenture filed as Exhibit 4.1 hereto) 5.1 Opinion ofVenable LLP 5.2 Opinion ofKirkland & Ellis LLP 23.1 Consent ofVenable LLP (contained in the opinion filed as Exhibit 5.1 hereto) 23.2 Consent ofKirkland & Ellis LLP (contained in the opinion filed as Exhibit 5.2 hereto) 3
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