8-K

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): January 23, 2017

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):

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 7.01 Regulation FD Disclosure.

On January 23, 2017, Ares Capital Corporation (the “Company”) announced that it plans to make a private offering of $250 million aggregate principal amount of its Convertible Notes due 2022 (the “Convertible Notes”). In connection with the private offering of the Convertible Notes, the Company intends to disclose certain information to potential investors. Attached hereto as Exhibit 99.1 are excerpts from a confidential preliminary offering memorandum containing certain of such information, some of which has not been previously reported.

In addition, on January 23, 2017, the Company issued a press release announcing that it plans to make a private offering of $250 million aggregate principal amount of the Convertible Notes. The Company also plans to grant the initial purchasers an option to purchase up to an additional $37.5 million principal amount of the Convertible Notes. 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. A copy of the press release is filed herewith as Exhibit 99.2 and incorporated herein by reference.

Neither the Convertible Notes nor the common stock that may be issued upon conversion thereof will be registered under the Securities Act of 1933 (as amended, the “Securities Act”). Neither the Convertible 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 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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. The furnishing of this information pursuant to Item 7.01 shall not be deemed an admission by the Company as to the materiality of such information.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits:

Exhibit Number	Description
99.1	Regulation FD Disclosure.
99.2	Press Release, dated January 23, 2017.

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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: January 23, 2017
	By:	/s/ Penni F. Roll
	Name:	Penni F. Roll
	Title:	Chief Financial Officer

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Exhibit Index

Exhibit Number	Description
99.1	Regulation FD Disclosure.
99.2	Press Release, dated January 23, 2017.

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EX-99.1

Exhibit 99.1

RECENT DEVELOPMENTS

From October 1, 2016 through December 28, 2016, we made new investment commitments of approximately $1,023 million, of which $879 million were funded. Of these new commitments, 51% were in first lien senior secured loans, 38% were in second lien senior secured loans, 8% were investments in subordinated certificates of the Senior Direct Lending Program (the “SDLP”) to make co-investments with Varagon Capital Partners and its clients in first lien senior secured loans through the SDLP and 3% were in other equity securities. Of the approximately $1,023 million of new investment commitments, 97% were floating rate and 3% were non-interest bearing. The weighted average yield of debt and other income producing securities funded during the period at amortized cost was 8.7%. We may seek to sell all or a portion of these new investment commitments, although there can be no assurance that we will be able to do so.

From October 1, 2016 through December 28, 2016, we exited approximately $1,011 million of investment commitments. Of these investment commitments, 73% were first lien senior secured loans, 22% were second lien senior secured loans and 5% were senior subordinated loans. Of the approximately $1,011 million of exited investment commitments, 88% were floating rate and 12% were fixed rate. The weighted average yield of debt and other income producing securities exited or repaid during the period at amortized cost was 8.0%. On the approximately $1,011 million of investment commitments exited from October 1, 2016 through December 28, 2016, we recognized total net realized gains of approximately $30 million.

In addition, as of December 28, 2016, we had an investment backlog and pipeline of approximately $405 million and $510 million, respectively. Investment backlog includes transactions approved by our investment adviser’s investment committee and/or for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore we believe are likely to close. Investment pipeline includes transactions where due diligence and analysis are in process, but no formal mandate, letter of intent or signed commitment have been issued. The consummation of any of the investments in this backlog and pipeline depends upon, among other things, one or more of the following: satisfactory completion of our due diligence investigation of the prospective portfolio company, our acceptance of the terms and structure of such investment and the execution and delivery of satisfactory transaction documentation. In addition, we may sell all or a portion of these investments and certain of these investments may result in the repayment of existing investments. We cannot assure you that we will make any of these investments or that we will sell all or any portion of these investments.

OPERATING AND REGULATORY STRUCTURE

As a BDC, we are required to comply with certain regulatory requirements. For example, we are not generally permitted to invest in any portfolio company in which a fund managed by Ares or any of its downstream affiliates (other than us and our downstream affiliates) currently has an investment. On January 18, 2017, we received an order from the SEC that permits us and other business development companies and registered closed-end management investment companies managed by Ares to co-invest in portfolio companies with each other and with affiliated investment funds (the “Order”). Co-investments made under the Order are subject to compliance with the conditions and other requirements contained in the Order, which could limit our ability to participate in a co-investment transaction. We may also co-invest with funds managed by Ares or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations and our allocation procedures.

EX-99.2

Exhibit 99.2

ARES CAPITAL CORPORATION ANNOUNCES

PRIVATE OFFERING OF UNSECURED CONVERTIBLE NOTES

NEW YORK— January 23, 2017—Ares Capital Corporation (NASDAQ: ARCC) announced that it plans to make a private offering of $250 million aggregate principal amount of its Convertible Notes due 2022 (the “Convertible Notes”).  Ares Capital also plans to grant the initial purchasers an option to purchase up to an additional $37.5 million principal amount of the Convertible Notes.  The Convertible 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 Convertible Notes are unsecured, expected to pay interest semiannually and will be convertible under specified circumstances based on a conversion rate to be determined. Upon conversion, Ares Capital will pay or deliver, subject to the terms of the documents governing the Convertible Notes, cash, shares of Ares Capital’s common stock or a combination of cash and shares of common stock, at Ares Capital’s election. Ares Capital will not have the right to redeem the Convertible Notes prior to maturity. The Convertible Notes are expected to mature on February 1, 2022, unless repurchased or converted in accordance with their terms prior to such date.  The interest rate, conversion rate and other financial terms of the Convertible Notes will be determined by negotiations between Ares Capital and the initial purchasers.

Ares Capital expects to use the net proceeds of this offering to repay certain outstanding indebtedness under its debt facilities. Ares Capital may reborrow under its debt facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective.

Neither the Convertible Notes nor the common stock that may be issued upon conversion thereof will be registered under the Securities Act. Neither the Convertible 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 Ares Capital 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.

ABOUT ARES CAPITAL CORPORATION

Ares Capital is a leading specialty finance company that provides one-stop debt and equity financing solutions to U.S. middle market companies, venture capital backed businesses and power generation projects. Ares Capital originates and invests in senior secured loans, mezzanine debt and, to a lesser extent, equity investments through its national direct origination platform. Ares Capital’s investment objective is to generate both current income and capital appreciation through debt and equity investments primarily in private companies. Ares Capital has elected to be regulated as a business development company (“BDC”) and as of September 30, 2016, was the largest BDC by total assets and market capitalization. Ares Capital is externally managed by a subsidiary of Ares Management, L.P. (NYSE: ARES), a publicly traded, leading global alternative asset manager.

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 and conditions 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 G. Drake

Jana Markowicz
Ares Capital Corporation
888-818-5298