Ares Capital Corporation filed a Form 8-K on September 15, 2026, disclosing the issuance of $750,000,000 aggregate principal amount of 6.250% notes due 2033 and the execution of a related Seventh Supplemental Indenture with U.S. Bank Trust Company, National Association.

Key Highlights

  • Offering size: $750,000,000 aggregate principal amount of 6.250% notes due September 15, 2033.
  • Interest payments: Notes bear interest at 6.250% per year, payable semiannually on March 15 and September 15, commencing March 15, 2027.
  • Proceeds use: The company disclosed it expects to use net proceeds to repay certain outstanding indebtedness under its credit facilities.
  • Interest rate swap: The company entered into an interest rate swap with JPMorgan Chase Bank, N.A. with a notional amount of $750,000,000, receiving fixed rate interest at 6.250% and paying floating rate interest based on three-month SOFR + 1.85250%.
  • Change of control provision: Upon a change of control repurchase event, the company must offer to purchase the Notes at 100% of principal amount plus accrued and unpaid interest.
  • Transaction close: The offering closed on September 15, 2026, pursuant to a Registration Statement on Form N-2 (File No. 333-279023).

Ares Capital's $750 Million Note Offering and Swap Details

According to the filing, Ares Capital Corporation (NASDAQ:ARCC) and U.S. Bank Trust Company, National Association, as Trustee, entered into a Seventh Supplemental Indenture on September 15, 2026, supplementing the Base Indenture dated May 13, 2024. The Seventh Supplemental Indenture governs the issuance and sale of $750,000,000 in 6.250% notes maturing on September 15, 2033. The filing describes the Notes as "direct unsecured obligations of the Company," and states they may be redeemed in whole or in part at the company's option at any time at the redemption price set forth in the Seventh Supplemental Indenture.

The filing further discloses that the Purchase Agreement was entered into on September 8, 2026, among Ares Capital Corporation, Ares Capital Management LLC, Ares Operations LLC, and representatives of the underwriters including BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc., and Wells Fargo Securities, LLC. In connection with the issuance, the company also entered into an interest rate swap with JPMorgan Chase Bank, N.A. to convert the fixed rate of interest to a floating rate, with a notional amount of $750,000,000 and a maturity date of September 15, 2033. Under the swap, the company receives fixed rate interest at 6.250% and pays floating rate interest based on three-month SOFR + 1.85250%, according to the filing.

The Indenture contains covenants requiring the company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, and to provide financial information to noteholders and the Trustee if the company ceases to be subject to Exchange Act reporting requirements. The filing notes these covenants "are subject to important limitations and exceptions that are described in the Indenture." The company stated it expects to use net proceeds to repay certain outstanding indebtedness under its credit facilities, with the option to reborrow for general corporate purposes, including investing in portfolio companies.

What Was Disclosed

Ares Capital Corporation reported the issuance of $750,000,000 in 6.250% unsecured notes due 2033, execution of a Seventh Supplemental Indenture, a related interest rate swap converting fixed to floating rate obligations, and plans to apply net proceeds toward repaying existing credit facility indebtedness.