Ares Capital (NASDAQ: ARCC) adds $1B commercial paper backed by $5.5B revolver
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
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.
Positive
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8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Commercial paper capacity: $1 billion
Note maturity: Up to 397 days
Revolving Credit Facility size: $5.5 billion
3 metrics
Commercial paper capacity
$1 billion
Maximum aggregate principal amount outstanding under program
Note maturity
Up to 397 days
Maximum maturity of commercial paper notes from issuance date
Revolving Credit Facility size
$5.5 billion
Facility expected to serve as liquidity backstop for note repayment
Key Terms
commercial paper program, pari passu, Revolving Credit Facility, business development company, +1 more
5 terms
commercial paper program financial
"announced today the establishment of its inaugural commercial paper program"
A commercial paper program is a formal way a company issues very short-term IOUs to raise quick cash, typically for days to months, without using a bank loan. Investors care because it shows how the company manages short-term funding and how trustworthy it appears—like watching whether someone keeps using and repaying a credit card; frequent use or higher costs can signal cash strain, while smooth issuance suggests healthy liquidity.
pari passu financial
"will rank pari passu with the Company's other senior unsecured indebtedness"
An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.
Revolving Credit Facility financial
"use available borrowing capacity from its $5.5 billion Revolving Credit Facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
business development company financial
"has elected to be regulated as a business development company"
A business development company is a publicly traded investment vehicle that lends to and buys stakes in smaller or privately held companies, acting like a combination of a lender, investor, and business partner. It matters to investors because BDCs offer the potential for higher regular income through dividends and diversified exposure to growing businesses, but they can also carry greater credit and liquidity risk than typical stocks or bonds—think higher-yielding but riskier income instruments.
forward-looking statements regulatory
"Statements included herein may constitute “forward-looking statements,”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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) June 4, 2026
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Registrant’s telephone number, including area code (212 ) 750-7300
(Former Name or Former Address, 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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
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).
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 1.01 Entry into a Material Definitive Agreement.
On June 4, 2026, Ares Capital Corporation (the “Company”) established a commercial paper program (the “Program”) pursuant to which it may issue short-term unsecured commercial paper notes (the “Notes”) in reliance on a private placement exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). Amounts available under the Program may be borrowed, repaid and re-borrowed from time to time, provided that under the terms of the Program, the aggregate face or principal amount of the Notes outstanding under the Program at any time may not exceed $1 billion. The net proceeds of the issuances of the Notes are expected to be used for general corporate purposes.
The Notes will be sold under customary terms in the U.S. commercial paper market, at a discount from par or at par, and will bear interest rates determined at the time of issuance. The Notes will have maturities of up to 397 days from the date of issuance. As of the date of this Current Report on Form 8-K, the Company has not issued any Notes under the Program.
One or more commercial paper dealers will each act as a dealer under the Program (each, a “Dealer,” and collectively, the “Dealers”) pursuant to the terms and conditions of the respective commercial paper dealer agreement entered into between the Company and each Dealer (each, a “Dealer Agreement,” and collectively, the “Dealer Agreements”). A national bank will act as the issuing and paying agent under the Program pursuant to the terms of an issuing and paying agent agreement.
The Dealer Agreements set forth the terms under which the Dealers may either purchase the Notes from the Company or arrange for the sale of the Notes by the Company. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions.
From time to time, the Dealers and certain of their respective affiliates have provided, and may in the future provide, lending, commercial banking, investment banking and other financial advisory services to the Company and its affiliates for which such Dealers have received or will receive customary fees and expenses.
The Notes have not been and will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any Notes.
The description above is only a summary of the material provisions of the form of Dealer Agreement and is qualified in its entirety by reference to a copy of the form of Dealer Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a 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 8.01 Other Events.
On June 8, 2026, the registrant issued a press release, included herewith as Exhibit 99.1, announcing the establishment of the Program.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number | Description | |||||||
10.1 | Form of Commercial Paper Dealer Agreement between Ares Capital Corporation, as issuer, and the applicable Dealer party thereto | |||||||
99.1 | Press Release of Ares Capital Corporation, dated June 8, 2026 | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: June 8, 2026 | ||||||||
| By: | /s/ SCOTT C. LEM | |||||||
| Name: | Scott C. Lem | |||||||
| Title: | Chief Financial Officer and Treasurer | |||||||
Exhibit 99.1
ARES CAPITAL CORPORATION ANNOUNCES INAUGURAL $1 BILLION COMMERCIAL PAPER PROGRAM
New York, NY — June 8, 2026 — Ares Capital Corporation (“Ares Capital” or the “Company”) (NASDAQ: ARCC) announced today the establishment of its inaugural commercial paper program. The program allows the Company to issue up to a maximum aggregate amount outstanding at any time of $1 billion of short-term, unsecured commercial paper notes. The notes will be sold under customary terms in the United States commercial paper note market and will rank pari passu with the Company's other senior unsecured indebtedness. The Company expects to realize cost benefits in the commercial paper market relative to other funding sources, and it expects to use available borrowing capacity from its $5.5 billion Revolving Credit Facility as a liquidity backstop for the repayment of the notes issued under the commercial paper program. Net proceeds from the issuance of any notes pursuant to the commercial paper program are expected to be used for general corporate purposes.
The notes to be offered under the commercial paper program have not been and will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes under the Company’s commercial paper program, the offer or sale of which can only be made by definitive offering documentation.
ABOUT ARES CAPITAL CORPORATION
Founded in 2004, Ares Capital is a leading specialty finance company focused on providing direct loans and other investments in private middle market companies in the United States. Ares Capital’s objective is to source and invest in high-quality borrowers that need capital to achieve their business goals, which oftentimes can lead to economic growth and employment. Ares Capital believes its loans and other investments in these companies can help generate attractive levels of current income and potential capital appreciation for investors. Ares Capital, through its investment manager, utilizes its extensive, direct origination capabilities and incumbent borrower relationships to source and underwrite predominantly senior secured loans but also subordinated debt and equity investments. Ares Capital has elected to be regulated as a business development company (“BDC”) and was the largest publicly traded BDC by market capitalization as of March 31, 2026. Ares Capital is externally managed by a subsidiary of Ares Management Corporation (NYSE: ARES), a publicly traded, leading global alternative investment manager. For more information about Ares Capital, visit www.arescapitalcorp.com.
FORWARD-LOOKING STATEMENTS
Statements included herein may constitute “forward-looking statements,” which relate to future events or Ares Capital’s future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties that are likely to be affected by unknowable future events and conditions, including elements of the future that are or are not under the control of Ares Capital. 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 Ares Capital’s filings with the Securities and Exchange Commission. Undue reliance should not be placed on such forward-looking statements as such statements speak only as of the time when made and are based on information available to Ares Capital as of the date hereof and are qualified entirely by this cautionary statement. Ares Capital undertakes no duty to update any forward-looking statements made herein now or in the future.
INVESTOR RELATIONS CONTACTS
Ares Capital Corporation
John Stilmar or Carl Drake
(888) 818-5298
irarcc@aresmgmt.com
1
FAQ
What financing program did Ares Capital (ARCC) announce in this 8-K?
Ares Capital announced an inaugural commercial paper program allowing issuance of up to $1 billion in short-term unsecured notes. The program provides an additional funding source to support the company’s operations and general corporate purposes.
How large is Ares Capital’s new commercial paper capacity under the program?
The program permits Ares Capital to have up to an aggregate face or principal amount of $1 billion of commercial paper notes outstanding at any time. Amounts can be borrowed, repaid, and re-borrowed subject to this overall limit.
What are the key terms of Ares Capital (ARCC) commercial paper notes?
The notes are short-term, unsecured commercial paper with maturities of up to 397 days. They will be sold in the U.S. commercial paper market at par or a discount and will bear interest rates set at issuance.
How does Ares Capital plan to support liquidity for repaying commercial paper?
Ares Capital expects to use available borrowing capacity from its $5.5 billion Revolving Credit Facility as a liquidity backstop for repayment of notes issued under the commercial paper program, enhancing flexibility for managing short-term obligations.
What will Ares Capital use the commercial paper proceeds for?
Net proceeds from issuing commercial paper notes are expected to be used for general corporate purposes. This can include funding investments, refinancing other obligations, or supporting working capital as the company manages its specialty finance activities.