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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): July 21, 2025
ARES CORE INFRASTRUCTURE FUND
(Exact Name of Registrant as Specified in Charter)
| | | | | | | | | | | | | | |
| Delaware | | 000-56695 | | 99-6541890 |
(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 office) (Zip Code)
(212) 750-7300
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, 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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 3.02 Unregistered Sale of Equity Securities
On July 1, 2025, Ares Core Infrastructure Fund (the “Fund”) sold Class I common shares of beneficial interest (the “Class I Common Shares”) for an aggregate purchase price of $364.1 million. The number of Class I Common Shares to be issued was finalized on July 21, 2025. The purchase price per Class I Common Share equaled the Fund’s net asset value (“NAV”) per Class I Common Share as of June 30, 2025. The issuance of the Class I Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder. The following table details the Class I Common Shares sold:
| | | | | | | | | | | | | | |
| Date of Unregistered Sales | | Amount of Class I Common Shares | | Total Consideration (in millions) |
| July 1, 2025 (number of Class I Common Shares finalized on July 21, 2025) | | 14,595,427 | | $364.1 |
Item 8.01 Other Events.
Net Asset Value
The NAV per Class I Common Share of the Fund as of June 30, 2025, as determined in accordance with the valuation policies and procedures employed by Ares Capital Management II LLC, the Fund’s investment adviser, was as follows:
| | | | | |
| NAV as of June 30, 2025 |
| Class I Common Share | $ | 24.9490 | |
As of June 30, 2025, the Fund’s aggregate NAV was approximately $815.1 million and the fair value of the Fund’s portfolio investments was approximately $930.6 million.
June, July, August and September 2025 Distributions
As previously disclosed on March 13, 2025, the Fund announced the declaration of regular monthly gross distributions for June 2025, and on May 14, 2025, the Fund announced the declaration of regular monthly gross distributions for July, August and September 2025, in each case for its Class I Common Shares in the amounts per share set forth below:
| | | | | | | | | | | | | | |
| Record Date | | Payment Date(1) | | Gross Distribution Per Class I Common Share |
| June 30, 2025 | | July 23, 2025 | | $0.2079 |
| July 31, 2025 | | August 22, 2025 | | $0.2110 |
| August 29, 2025 | | September 24, 2025 | | $0.2110 |
| September 30, 2025 | | October 23, 2025 | | $0.2110 |
(1) The distributions on the Fund's Class I Common Shares will be paid on or about the payment dates set above.
These distributions will be paid in cash or reinvested in the Class I Common Shares for shareholders participating in the Fund’s distribution reinvestment plan.
Portfolio and Business Commentary
As of June 30, 2025, the Fund had two equity investments with total fair value of approximately $782.5 million. As of June 30, 2025, based on fair value, the Fund’s portfolio investments consisted of the following:
| | | | | | | | |
| | As of June 30, 2025 |
| Portfolio Investments | | |
Common equity(1) | | 46.03 | % |
Other equity(2) | | 38.05 | % |
| First lien senior secured loans | | 15.92 | % |
| Total | | 100.00 | % |
(1)Represents investment in one portfolio company operating an underlying approximately 0.9 gigawatt portfolio that consists of 4 projects in the Electric Reliability Council of Texas and the Midcontinent Independent System Operator, of which 83% is solar and 17% is co-located battery storage capacity.
(2)Represents investment in one portfolio company operating an underlying 2.6 gigawatt portfolio that consists of 15 projects in operation across Electric Reliability Council of Texas, Midcontinent Independent System Operator, PJM and Southwest Power Pool, of which 53% is solar, 25% is wind and 22% is co-located battery storage capacity.
Status of the Offering
The Fund is currently offering on a continuous basis (the “Offering”) common shares of beneficial interest (“Common Shares”) in transactions exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder. As of the date hereof, the Fund has issued a total of 47,017,685 Class I Common Shares for aggregate consideration of $1,174.6 million received in the Offering. As of the date hereof, the Fund has not sold any Class D Common Shares, Class N Common Shares or Class S Common Shares. The Class I Common Shares issued amount does not include Common Shares issued through the Fund’s distribution reinvestment plan. The Fund intends to continue selling Common Shares in the Offering on a monthly basis.
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.
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| | | | ARES CORE INFRASTRUCTURE FUND |
| | | | |
| Dated: July 21, 2025 | | | |
| | | | |
| | | By: | /s/ Christina Oh |
| | | Name: | Christina Oh |
| | | Title: | Chief Financial Officer and Treasurer |