NEW YORK--(BUSINESS WIRE)--
Ares Capital Corporation (Nasdaq: ARCC) announced that it has agreed to
sell to initial purchasers in a private offering $250 million aggregate
principal amount of its 4.375% Convertible Senior Notes due 2019 (the
“Convertible Senior Notes”). Ares Capital has also granted the initial
purchasers an option to purchase up to an additional $50 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 July 19, 2013.
The Convertible Senior Notes are unsecured and bear interest at a rate
of 4.375% 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 49.6044 shares of common stock per $1,000 principal
amount of Convertible Senior Notes, which is equivalent to an initial
conversion price of approximately $20.16 per share of Ares Capital’s
common stock, subject to customary anti-dilution adjustments. The
conversion price is approximately 15% above the $17.53 per share closing
price of Ares Capital’s common stock on July 15, 2013. 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, 2019,
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 borrowings under its debt facilities, and for other
general corporate purposes, which include 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 Ares
Capital 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, 888-818-5298
Source: Ares Capital Corporation