UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 3, 2025 (the “Closing Date”), Ares Capital Corporation (the “Company”), through its wholly owned, consolidated subsidiary, Ares Direct Lending CLO 7 LLC (“ADL CLO 7”), completed a $1.0 billion term debt securitization (the “ADL CLO 7 Debt Securitization”). The ADL CLO 7 Debt Securitization is also known as a collateralized loan obligation and is an on-balance-sheet financing incurred by the Company.
The notes offered in the ADL CLO 7 Debt Securitization that mature on January 20, 2038 (collectively, the “January 2038 CLO Notes”) were issued by ADL CLO 7 pursuant to the indenture governing the January 2038 CLO Notes (the “January 2038 CLO Indenture”) dated as of the Closing Date and include (i) $570.0 million of Class A-1 Senior Floating Rate Notes that were issued to third parties and bear interest at Term SOFR (as defined in the January 2038 CLO Indenture) plus 1.40% (the “January 2038 Class A-1 CLO Notes”); (ii) $50.0 million of Class A-2 Senior Floating Rate Notes that were issued to third parties and bear interest at Term SOFR plus 1.65% (the January 2038 Class A-2 CLO Notes”); (iii) $80.0 million of Class B Senior Floating Rate Notes that were issued to third parties and bear interest at Term SOFR plus 1.85% (the “January 2038 Class B CLO Notes” and, together with the January 2038 Class A-1 CLO Notes and the January 2038 Class A-2 CLO Notes, the “January 2038 CLO Secured Notes”); and (iv) $303.3 million of Subordinated Notes, which do not bear interest (the “January 2038 CLO Subordinated Notes”). The Company retained all of the January 2038 CLO Subordinated Notes, which are unsecured obligations of ADL CLO 7 and will accordingly be eliminated on consolidation.
The January 2038 CLO Secured Notes are the secured obligation of ADL CLO 7 and are backed by a diversified portfolio of first lien senior secured loans contributed by the Company to ADL CLO 7 on the Closing Date pursuant to the terms of a contribution agreement (the “Contribution Agreement”). The January 2038 CLO Indenture contains certain conditions pursuant to which additional loans can be acquired by ADL CLO 7. Through January 20, 2038, all principal collections received on the underlying collateral may be used by ADL CLO 7 to purchase new collateral under the direction of Ares Capital Management LLC, the Company’s investment adviser, in its capacity as asset manager (the “Asset Manager”) to ADL CLO 7 under an asset management agreement (the “Asset Management Agreement”) and in accordance with the Company’s investment strategy, including additional collateral that may be purchased from the Company, pursuant to the terms of a master purchase and sale agreement (the “Master Purchase Agreement”) between the Company as seller and ADL CLO 7 as buyer. The Asset Manager has agreed to waive any management fees from ADL CLO 7. In addition, U.S. Bank Trust Company, National Association (“U.S. Bank”) serves as collateral administrator for ADL CLO 7 under a collateral administration agreement (the “Collateral Administration Agreement”) among ADL CLO 7, the Asset Manager and U.S. Bank.
The January 2038 CLO Indenture includes customary covenants and events of default. The January 2038 CLO Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Company expects to use the net proceeds of the offering to repay certain outstanding indebtedness under its debt facilities and/or invest in portfolio companies in accordance with its investment objective. The Company may reborrow under its debt facilities for general corporate purposes.
The foregoing descriptions of the Contribution Agreement, the January 2038 CLO Indenture, the January 2038 CLO Notes, the Asset Management Agreement, the Collateral Administration Agreement and the Master Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Contribution Agreement, the January 2038 CLO Indenture, the January 2038 CLO Notes, the Asset Management Agreement, the Collateral Administration Agreement and the Master Purchase Agreement, respectively, each filed as exhibits hereto or included within such exhibits, as applicable, and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant.
The information contained in Item 1.01 to this current report on Form 8-K is by this reference incorporated in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
SIGNATURE
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: December 9, 2025 | ||
| By: | /s/ Scott C. Lem | |
| Name: Scott C. Lem | ||
| Title: Chief Financial Officer and Treasurer | ||