NEW YORK--(BUSINESS WIRE)--
Ares Capital Corporation (Nasdaq: ARCC) announced that it has agreed to
sell to initial purchasers in a private offering $200 million aggregate
principal amount of its 4.75% Convertible Senior Notes due 2018. Ares
Capital has also granted the initial purchasers an option to purchase up
to an additional $30 million aggregate principal amount of the
Convertible Senior Notes to cover over-allotments, if any. The
Convertible Senior Notes will be offered only to qualified institutional
buyers (as defined in the Securities Act of 1933, as amended (the
“Securities Act”)) pursuant to Rule 144A under the Securities Act. The
closing of the transaction is subject to customary closing conditions
and the Convertible Senior Notes are expected to be delivered and paid
for on October 10, 2012.
The Convertible Senior Notes are unsecured and bear interest at a rate
of 4.75% per year, payable semiannually. In certain circumstances, the
Convertible Senior Notes will be convertible into cash, shares of Ares
Capital’s common stock or a combination of cash and shares of Ares
Capital’s common stock, at Ares Capital’s election, at an initial
conversion rate of 50.3290 shares of common stock per $1,000 principal
amount of Convertible Senior Notes, which is equivalent to an initial
conversion price of approximately $19.87 per share of Ares Capital’s
common stock, subject to customary anti-dilution adjustments. The
conversion price is approximately 17.5% above the $16.91 per share
closing price of Ares Capital’s common stock on October 3, 2012. Ares
Capital will not have the right to redeem the Convertible Senior Notes
prior to maturity. The Convertible Senior Notes will mature on January
15, 2018, unless repurchased or converted in accordance with their terms
prior to such date.
Ares Capital expects to use the net proceeds of this offering to repay
or repurchase certain outstanding indebtedness, which may include
repaying outstanding indebtedness under its debt facilities and, to the
extent not applied for such purpose, for general corporate purposes,
including investing in portfolio companies in accordance with its
investment objective.
Neither the Convertible Senior Notes nor the common stock that may be
issued upon conversion thereof will be registered under the Securities
Act. Neither the Convertible Senior Notes nor the common stock that may
be issued upon conversion thereof may be offered or sold in the United
States absent registration or an applicable exemption from the
registration requirements of the Securities Act.
This press release is not an offer to sell any securities of the Company
and is not soliciting an offer to buy such securities in any state where
such offer and sale is not permitted. It is issued pursuant to Rule 135c
under the Securities Act.
FORWARD-LOOKING STATEMENTS
Statements included herein may constitute “forward-looking statements,”
which relate to future events or our future
performance or financial condition. These statements are not guarantees
of future performance, condition or results and involve a number of
risks and uncertainties. Actual results 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 our filings with the
Securities and Exchange Commission. Ares Capital undertakes no duty to
update any forward-looking statements made herein.
Ares Capital Corporation
Carl Drake, 404-814-5204
Source: Ares Capital Corporation