FWP 1 a21-18445_1fwp.htm FWP

 

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated June 3, 2021

Relating to Preliminary Prospectus Supplement dated June 3, 2021 and

Prospectus dated June 3, 2021

Registration No. 333-256733

 

Ares Capital Corporation

 

$850,000,000
2.875% Notes due 2028

 

PRICING TERM SHEET
June 3, 2021

 

The following sets forth the final terms of the 2.875% Notes due 2028 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated June 3, 2021, 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.

 

Issuer

 

Ares Capital Corporation

 

 

 

Security

 

2.875% Notes due 2028

 

 

 

Ratings (Moody’s / S&P / Fitch)*

 

Baa3/BBB-/BBB (Stable/Stable/Negative)

 

 

 

Aggregate Principal Amount Offered

 

$850,000,000

 

 

 

Maturity

 

June 15, 2028, unless earlier repurchased or redeemed

 

 

 

Trade Date

 

June 3, 2021

 

 

 

Settlement Date**

 

June 10, 2021 (T+5)

 

 

 

Interest Payment Dates

 

June 15 and December 15, commencing December 15, 2021

 

 

 

Price to Public (Issue Price)

 

99.534% of the principal amount

 

 

 

Coupon (Interest Rate)

 

2.875%

 

 

Yield to Maturity

 

2.949%

 

 

 

Benchmark Treasury

 

1.250% due May 31, 2028

 

 

 

Benchmark Treasury Price / Yield

 

99-21+ / 1.299%

 

 

 

Spread to Benchmark Treasury

 

+165 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.

 

 

 

Optional Redemption

 

Equal to the greater of the following amounts, plus, in each case, accrued and unpaid interest to the redemption date:

 

 

·                  100% of the principal amount of the Notes to be redeemed, or

 

 

·                  the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 basis points; provided, however, that if Ares Capital redeems any Notes on or after April 15, 2028 (the date falling two months prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

 

 

 

Denomination

 

$2,000 and integral multiples of $1,000 in excess thereof

 

 

 

CUSIP / ISIN

 

04010L BB8 / US04010LBB80

 

 

 

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

 

 

Truist Securities, Inc.

 

 

 

Joint Lead Managers

 

BNP Paribas Securities Corp.

 

 

Capital One Securities, Inc.

 

 

CIBC World Markets Corp.

 

 

HSBC Securities (USA) Inc.

 

 

ICBC Standard Bank Plc

 

 

Natixis Securities Americas LLC

 

 

Regions Securities LLC

 

 

SG Americas Securities, LLC

 

 

R. Seelaus & Co., LLC

 

 

 

Co-Managers

 

Barclays Capital Inc.

 

 

ING Financial Markets LLC

 

 

Morgan Stanley & Co. LLC

 

 

Santander Investment Securities Inc.

 

 

BNY Mellon Capital Markets, LLC

 

 

Citigroup Global Markets Inc.

 

 

Comerica Securities, Inc.

 

 

Credit Suisse Securities (USA) LLC

 

 

Deutsche Bank Securities Inc.

 

 

Goldman Sachs & Co. LLC

 

 

JMP Securities LLC

 

 

Keefe, Bruyette & Woods, Inc.

 

* 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 June 10, 2021, 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 investing.

 

 

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 1-800-645-3751.