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) March 22, 2011
ARES CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Maryland |
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000-50697 |
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33-1089684 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
245 Park Avenue, 44th Floor, New York, NY |
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10167 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code (212) 750-7300
N/A
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On March 22, 2011, Ares Capital Corporation (the Company) issued a press release announcing that it priced a private offering of $200 million aggregate principal amount of its unsecured 5.125% Convertible Senior Notes due 2016. The Company has also granted the initial purchasers an option to purchase up to an additional $30 million aggregate principal amount of the Convertible Senior Notes to cover over-allotments, if any. Closing is subject to a number of customary closing conditions. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Neither the Convertible Senior Notes nor the common stock that may be issued upon conversion thereof will be registered under the Securities Act of 1933 (the Securities Act). Neither the Convertible Senior Notes nor the common stock that may be issued upon conversion thereof may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
The information disclosed under this Item 8.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number |
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Description |
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99.1 |
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Press Release, dated as of March 22, 2011. |
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: March 22, 2011 |
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By: |
/s/ Penni F. Roll |
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Name: |
Penni F. Roll |
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Title: |
Chief Financial Officer |
Exhibit 99.1
ARES CAPITAL CORPORATION PRICES
$200 MILLION OF UNSECURED CONVERTIBLE SENIOR NOTES
New York, NYMarch 22, 2011Ares Capital Corporation (Nasdaq: ARCC) announced that it has agreed to sell to initial purchasers in a private offering $200 million aggregate principal amount of its 5.125% Convertible Senior Notes due 2016. Ares Capital has also granted the initial purchasers an option to purchase up to an additional $30 million aggregate principal amount of the Convertible Senior Notes to cover over-allotments, if any. The Convertible Senior Notes will be offered only to qualified institutional buyers (as defined in the Securities Act of 1933, as amended (the Securities Act)) pursuant to Rule 144A under the Securities Act. The closing of the transaction is subject to customary closing conditions and the Convertible Senior Notes are expected to be delivered and paid for on March 28, 2011.
The Convertible Senior Notes are unsecured and bear interest at a rate of 5.125% per year, payable semiannually. In certain circumstances, the Convertible Senior Notes will be convertible into cash, shares of Ares Capitals common stock or a combination of cash and shares of Ares Capitals common stock, at Ares Capitals election, at an initial conversion rate of 52.5348 shares of common stock per $1,000 principal amount of Convertible Senior Notes, which is equivalent to an initial conversion price of approximately $19.04 per share of Ares Capitals common stock, subject to customary anti-dilution adjustments. The conversion price is approximately 17.5% above the $16.20 per share closing price of Ares Capitals common stock on March 22, 2011. Ares Capital will not have the right to redeem the Convertible Senior Notes prior to maturity. The Convertible Senior Notes will mature on June 1, 2016, unless repurchased or converted in accordance with their terms prior to such date.
Ares Capital expects to use the net proceeds of this offering to repay or repurchase certain outstanding indebtedness, which may include repaying outstanding borrowings, if any, under the Companys revolving credit facilities and/or redeeming the $161.2 million aggregate principal amount outstanding of its unsecured 6.00% notes due on April 1, 2012 in whole or in part, and for other general corporate purposes, including funding investments in its investment backlog and pipeline.
Neither the Convertible Senior Notes nor the common stock that may be issued upon conversion thereof will be registered under the Securities Act. Neither the Convertible Senior Notes nor the common stock that may be issued upon conversion thereof may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
This press release is not an offer to sell any securities of the Company and is not soliciting an offer to buy such securities in any state where such offer and sale is not permitted. It is issued pursuant to Rule 135c under the Securities Act.
FORWARD-LOOKING STATEMENTS
Statements included herein may constitute forward-looking statements, which relate to future events or our future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in our filings with the Securities and Exchange Commission. Ares Capital undertakes no duty to update any forward-looking statements made herein.
CONTACT
Carl Drake
Ares Capital Corporation
404-814-5204
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