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Ares Capital Corporation reported the results of a special meeting of stockholders held on August 13, 2026. Stockholders were asked to authorize the company, with board approval, to sell or issue common stock at a price below its then current net asset value per share, subject to limits.
The company stated that 718,022,845 shares of common stock were entitled to vote as of May 15, 2026. The proposal was approved, with all stockholders casting 287,240,274 votes for, 70,093,164 against, and 14,771,898 abstentions. Excluding shares held by affiliated persons, votes for totaled 279,480,234, with the same against and abstain counts.
The authorization is limited so that the number of shares issued does not exceed 25% of the then outstanding common stock and will be effective for any such issuances during a twelve-month period expiring on August 13, 2027.
ARCC lists a wide-ranging portfolio of corporate credit and related equity interests dated 2026-06-30. Most positions are first lien senior secured loans and revolving credit facilities to numerous borrower entities, including many acquisition vehicles and holding companies.
Additional exposures include second lien senior secured loans, senior and other subordinated loans, senior secured notes, and a variety of equity and partnership instruments such as preferred and common stock or units, limited partnership and membership interests, and warrants to purchase equity. The information emphasizes instrument type, seniority in the capital structure, and the identity of each borrower across a large number of separate positions.
Ares Capital Corporation reported second quarter 2026 results with net investment income of $359 million ($0.50 per share), up from $342 million ($0.49) a year earlier. GAAP net income was $171 million ($0.24 per share), down from $361 million ($0.52), as net realized and unrealized results weakened.
Core EPS was $0.47 versus $0.50 in the prior-year quarter, against a regular quarterly dividend of $0.48 per share. At June 30, 2026, total investments at fair value were $29,349 million, net asset value per share was $19.35, and the debt-to-equity ratio was 1.15x.
Liquidity remained substantial, with $383 million in cash, approximately $15.9 billion of debt outstanding and approximately $6.7 billion available under credit facilities. The Board declared a third quarter 2026 dividend of $0.48 per share, payable September 30, 2026 to stockholders of record on September 15, 2026.
Ares Capital Corporation, through wholly owned subsidiary Ares Direct Lending CLO 1 LLC, completed a refinancing of its approximately $708.7 million term debt securitization on July 17, 2026. The reset establishes a new on-balance-sheet collateralized loan obligation structure maturing on July 25, 2038.
The transaction includes issuance of $267.0 million of Class A-1-R notes at Term SOFR plus 1.46%, $24.5 million of Class A-2-R notes at Term SOFR plus 1.70%, $45.5 million of Class B-R notes at Term SOFR plus 1.90%, and $7.1 million of additional Subordinated Notes, alongside $139.0 million of Class A-1-LR term loans at Term SOFR plus 1.46%, all due July 25, 2038.
The secured notes and loans are backed by a diversified portfolio of first lien senior secured loans contributed on May 24, 2024, with principal collections available through July 25, 2031 to purchase new collateral under Ares Capital Management LLC’s asset management mandate. Net proceeds were used to redeem in full $406.0 million of Class A and $70.0 million of Class B 2036 notes, fund ADL CLO 1 accounts, and pay related fees and expenses. Ares Capital retained all subordinated CLO notes, and the asset manager has agreed to waive management fees from ADL CLO 1.
Ares Capital Corporation entered into a Tenth Amendment to its BNP Paribas revolving credit and security agreement through its subsidiary ARCC FB Funding LLC. The amendment increased total lender commitments by $200 million, raising the facility size from $1.265 billion to $1.465 billion. The amendment also adjusted certain concentration limits and the advance rate on specific collateral loans, while leaving other key terms of the facility materially unchanged.
Ares Capital Corporation has established an inaugural commercial paper program that permits issuance of up to $1 billion in short-term, unsecured commercial paper notes. The notes may be issued at par or a discount, will have maturities of up to 397 days, and will rely on private placement exemptions from registration.
Net proceeds from any notes are expected to be used for general corporate purposes. The notes will rank pari passu with Ares Capital’s other senior unsecured indebtedness, and the company expects to use borrowing capacity from its $5.5 billion Revolving Credit Facility as a liquidity backstop for repayment of notes issued under the program.
Ares Capital Corporation amended and restated its senior secured credit facility, slightly increasing total commitments and loans from approximately $5.312 billion to approximately $5.481 billion. The facility now consists of a revolving loan tranche of about $4.3 billion and a term loan tranche of about $1.2 billion.
The company extended the revolving period and stated maturity for lenders that agreed to longer terms, with most extended maturities now running to May 21, 2031. An accordion feature permits potential expansion of the facility by up to approximately $2.7 billion, and the credit agreement includes detailed interest rate spreads over Term SOFR or an alternate base rate, plus commitment and letter of credit fees.
The facility remains secured by a material portion of Ares Capital’s assets and is subject to covenants such as maintaining minimum stockholders’ equity and a minimum 1.5:1.0 asset coverage ratio relative to total indebtedness, along with customary limitations on additional debt, liens, investments, asset transfers, and restricted payments.
Ares Capital Corporation is asking stockholders to approve an authorization to sell or issue common stock at prices below net asset value (NAV) in specific situations. The authority would apply for 12 months and is capped at 25% of then-outstanding shares. As a business development company and regulated investment company, Ares Capital argues this flexibility could help it raise equity quickly during market volatility, support its debt-to-equity limits and pursue attractive investments or acquisitions. The proxy explains that similar authority has been approved for 17 years but used only once, in 2009, in connection with an acquisition the company describes as highly accretive. The board, including a majority of independent directors, recommends voting in favor, while highlighting the potential dilutive impact on shareholders who do not participate in any below-NAV issuance.
Ares Capital Corporation entered into a Sixth Supplemental Indenture to issue $800,000,000 aggregate principal amount of its 5.550% notes due 2030. The notes are direct unsecured obligations, pay 5.550% interest semiannually starting on January 15, 2027, and mature on January 15, 2030. They may be redeemed at the company’s option at prices set in the indenture.
Ares Capital expects to use the net proceeds to repay outstanding borrowings under its credit facilities, with the ability to reborrow for general corporate purposes, including portfolio investments. The indenture includes covenants tied to Investment Company Act leverage limits and financial reporting if the company ceases to be an Exchange Act reporting company, plus a change of control repurchase feature at 100% of principal plus accrued interest.
In connection with the issuance, Ares Capital entered into an interest rate swap with a notional amount of $800,000,000, under which it receives fixed 5.550% and pays a floating rate based on one-month SOFR plus 1.69950% through January 15, 2030.
Ares Capital Corporation reported the results of its annual stockholder meeting held on May 7, 2026. Stockholders entitled to vote included 718,022,845 shares of common stock as of the record date of March 2, 2026.
Stockholders elected three Class I directors to serve until the 2029 annual meeting. Ann Torre Bates received 227,599,186 votes for, 22,887,186 against and 5,483,619 abstentions, with 256,591,998 broker non-votes. Steven B. McKeever received 193,224,033 votes for, 58,930,014 against and 3,815,944 abstentions, with 256,591,998 broker non-votes. Michael J. Arougheti received 234,472,961 votes for, 18,006,707 against and 3,490,323 abstentions, with 256,591,998 broker non-votes.
Stockholders also approved the ratification of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 490,881,757 votes for, 16,126,434 against and 5,553,798 abstentions.