Filed pursuant to Rule 497(a)
Registration No. 333-223482
Rule 482ad
ARES CAPITAL CORPORATION ANNOUNCES
PUBLIC OFFERING OF UNSECURED CONVERTIBLE NOTES
NEW YORK— March 5, 2019—Ares Capital Corporation (“Ares Capital”) (NASDAQ: ARCC) announced that it plans to make a public offering of $350 million aggregate principal amount of its Convertible Notes due 2024 (the “Convertible Notes”). Ares Capital also plans to grant the underwriters an option to purchase up to an additional $52.5 million principal amount of the Convertible Notes. The offering of Convertible Notes will be made under Ares Capital’s shelf registration statement, which was filed with, and declared effective by, the Securities and Exchange Commission. J.P. Morgan, BofA Merrill Lynch and RBC Capital Markets are acting as joint book-running managers for this offering.
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 March 1, 2024, 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 underwriters.
Ares Capital expects to use the net proceeds of this offering to repay or repurchase 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.
Investors are advised to carefully consider the investment objective, risks, charges and expenses of Ares Capital before investing. The preliminary prospectus supplement dated March 5, 2019 and the accompanying prospectus dated September 4, 2018, each of which have been filed with the Securities and Exchange Commission, contain this and other information about Ares Capital and should be read carefully before investing.
The information in the preliminary prospectus supplement, the accompanying prospectus and this press release is not complete and may be changed. The preliminary prospectus supplement, the accompanying prospectus and this press release 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 offering may be made only by means of a preliminary prospectus supplement and an accompanying prospectus, copies of which may be obtained from J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, by calling 1-866-803-9204 or by email at prospectus-eq_fi@jpmchase.com, BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, email: dg.prospectus_requests@baml.com, or RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate, phone: 877-822-4089, email: equityprospectus@rbccm.com.
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 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 is the largest BDC by both market capitalization and total assets. Ares Capital is externally managed by a subsidiary of Ares Management Corporation (NYSE: ARES), a publicly traded, leading global alternative asset manager. For more information about Ares Capital Corporation, visit
www.arescapitalcorp.com. However, the contents of such website are not and should not be deemed to be incorporated by reference herein.
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.
INVESTOR RELATIONS
Ares Capital Corporation
Carl G. Drake or John Stilmar
888-818-5298
irarcc@aresmgmt.com