ARES CAPITAL CORP 8-K

What Happened
Ares Capital Corporation announced the issuance and sale of $750,000,000 aggregate principal amount of 5.250% notes due April 12, 2031. The transaction closed January 12, 2026, under a Fifth Supplemental Indenture with U.S. Bank Trust Company, N.A. The notes are unsecured, pay interest semiannually (April 12 and October 12, starting April 12, 2026), and may be redeemed at the company’s option per the indenture. A purchase agreement for the offering was executed January 5, 2026.

Key Details

• Offering size: $750,000,000 of 5.250% notes maturing April 12, 2031.
• Interest: 5.250% per year, payable semiannually on April 12 and October 12; first payment April 12, 2026.
• Use of proceeds: expected to repay outstanding borrowings under Ares’ credit facilities; the company may reborrow for general corporate purposes, including investments.
• Hedging: entered a $750,000,000 interest rate swap with SMBC Capital Markets to receive fixed 5.250% and pay floating one‑month SOFR + 1.7217%, maturing April 12, 2031.
• Covenants and protections: indenture contains customary covenants (including compliance references to the Investment Company Act) and a change‑of‑control repurchase right requiring the company to offer to buy the notes at 100% of principal plus accrued interest if a change of control occurs and the notes are downgraded to below investment grade by Fitch, Moody’s and S&P.

Why It Matters
This filing creates a new $750M unsecured debt obligation for Ares Capital and establishes a matched interest rate hedge, locking in the effective cost of this borrowing relative to SOFR. Repayment of credit‑facility balances may shore up covenant headroom or change the company’s leverage profile; however, because proceeds may be reborrowed for investments, investors should watch future debt levels and portfolio activity. The change‑of‑control and reporting covenants provide some investor protections but include standard limitations described in the indenture.