Bond Ares Capital Holdings 3.25% ( US04010LAY92 ) in USD

Ares Capital Holdings

99.97 % ▲

United States

US04010LAY92 ( in USD )

3.25% per year ( payment 2 times a year)

14/07/2025

Prospectus brochure of the bond Ares Capital Corp US04010LAY92 en USD 3.25%, maturity 14/07/2025

2 000 USD

750 000 000 USD

04010LAY9

BBB ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

15/07/2025 ( In 3 days )

Ares Capital Corporation (ARCC) is a publicly traded, internally managed, closed-end, non-diversified management investment company that invests primarily in senior secured loans to middle-market companies in the United States.

The Bond issued by Ares Capital Holdings ( United States ) , in USD, with the ISIN code US04010LAY92, pays a coupon of 3.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 14/07/2025

The Bond issued by Ares Capital Holdings ( United States ) , in USD, with the ISIN code US04010LAY92, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Ares Capital Holdings ( United States ) , in USD, with the ISIN code US04010LAY92, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Prospectus Supplement TABLE OF CONTENTS
TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Contents
Filed Pursuant to Rule 497
Registration No. 333-230351
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 29, 2019)
$750,000,000
3.250% Notes due 2025
We are offering $750,000,000 in aggregate principal amount of 3.250% notes due 2025, which we refer to as the Notes. The Notes will mature on July 15, 2025. We will pay
interest on the Notes on January 15 and July 15 of each year, beginning July 15, 2020. We may redeem the Notes in whole or in part at any time or from time to time at the redemption
price discussed under the caption "Description of Notes--Optional Redemption" in this prospectus supplement. In addition, holders of the Notes can require us to repurchase the Notes
at 100% of their principal amount upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.
The Notes will be our direct senior unsecured obligations and rank pari passu, or equally, with all outstanding and future unsecured unsubordinated indebtedness issued by
Ares Capital Corporation.
Ares Capital Corporation is a specialty finance company that is a closed-end, non-diversified management investment company incorporated in Maryland. We have elected to
be regulated as a business development company under the Investment Company Act of 1940, as amended. Our investment objective is to generate both current income and capital
appreciation through debt and equity investments. We invest primarily in first lien senior secured loans (including "unitranche" loans, which are loans that combine both senior and
mezzanine debt, generally in a first lien position), second lien senior secured loans and mezzanine debt, which in some cases includes an equity component. To a lesser extent, we also
make preferred and/or common equity investments.
We are externally managed by our investment adviser, Ares Capital Management LLC, a subsidiary of Ares Management Corporation, a publicly traded, leading global
alternative asset manager. Ares Operations LLC, a subsidiary of Ares Management Corporation, provides certain administrative and other services necessary for us to operate.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on page S-12 of this
prospectus supplement and page 23 of the accompanying prospectus, including the risk of leverage.
This prospectus supplement and the accompanying prospectus concisely provide important information about us that you should know before investing in the Notes. Please
read this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein before you invest and keep it for future reference. We
file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the "SEC"). This information is available free of
charge by calling us collect at (310) 201-4200 or on our website at www.arescapitalcorp.com. The SEC also maintains a website at www.sec.gov that contains such information. The
information on the websites referred to herein is not incorporated by reference into this prospectus supplement or the accompanying prospectus.

Per Note

Total

Public offering price(1)

99.686%
$747,645,000

Underwriting discount (sales load)

0.750%
$5,625,000

Proceeds, before expenses, to Ares Capital Corporation(2)

98.936%
$742,020,000

(1)
The public offering price set forth above does not include accrued interest, if any. Interest on the Notes will accrue from January 15, 2020 and must be paid by the purchaser if
the Notes are delivered after January 15, 2020.
(2)
Before deducting expenses payable by us related to this offering, estimated at $2.0 million.
THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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Delivery of the Notes in book-entry form only through The Depository Trust Company will be made on or about January 15, 2020.
BofA Securities

J.P. Morgan
SMBC Nikko

BMO Capital
Mizuho Securities
Morgan Stanley
MUFG
RBC Capital
Wells Fargo
Markets
Markets
Securities

Barclays
BNP PARIBAS
Goldman Sachs &
HSBC
Natixis
Regions

SOCIETE
SunTrust Robinson
Co. LLC
Securities LLC
GENERALE
Humphrey

Capital One Securities
Citigroup
Deutsche Bank Securities
ICBC Standard Bank
Santander
US Bancorp

BNY Mellon Capital
CIBC Capital Markets
Comerica Securities
Credit Suisse
JMP Securities
Keefe, Bruyette & Woods
Markets, LLC
A Stifel Company

The date of this prospectus supplement is January 8, 2020.
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You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus, or any other information to which we have
referred you. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to
sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this
prospectus supplement and the accompanying prospectus is accurate only as of the date on the front cover of this prospectus supplement or
the accompanying prospectus, as applicable. Our business, financial condition, results of operations and prospects may have changed since
that date. This prospectus supplement may add, update or change information contained in the accompanying prospectus. If information in
this prospectus supplement is inconsistent with the accompanying prospectus, this prospectus supplement will apply and will supersede that
information in the accompanying prospectus.
Prospectus Supplement
TABLE OF CONTENTS

Page
Forward-Looking Statements

S-1
The Company

S-3
Specific Terms of the Notes and the Offering

S-8
Risk Factors
S-12
Use of Proceeds
S-16
Capitalization
S-17
Senior Securities
S-18
Description of Notes
S-22
Certain Material U.S. Federal Income Tax Considerations
S-36
Underwriting
S-40
Legal Matters
S-46
Incorporation of Certain Information by Reference
S-47
Prospectus
TABLE OF CONTENTS

Page
Prospectus Summary

1
The Company

1
Offerings

11
Fees and Expenses

14
Selected Condensed Consolidated Financial Data of Ares Capital

19
Risk Factors

23
Forward-Looking Statements

54
Use of Proceeds

56
Price Range of Common Stock and Distributions

58
Management's Discussion and Analysis of Financial Condition and Results of Operations

60
Senior Securities

98
Business
102
Portfolio Companies

119
Management
152
Certain Relationships and Related Transactions
184
Control Persons and Principal Stockholders
186
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Page
Determination of Net Asset Value
188
Dividend Reinvestment Plan
190
Certain Material U.S. Federal Income Tax Considerations
192
Description of Securities
202
Description of Our Capital Stock
203
Description of Our Preferred Stock

211
Description of Our Subscription Rights
212
Description of Our Warrants
214
Description of Our Debt Securities
216
Description of Our Units
229
Sales of Common Stock Below Net Asset Value
230
Issuance of Warrants or Securities to Subscribe For or Convertible Into Shares of Our Common Stock
236
Regulation
237
Custodian, Transfer and Dividend Paying Agent and Registrar
244
Brokerage Allocation and Other Practices
245
Plan of Distribution
246
Legal Matters
248
Independent Registered Public Accounting Firm
249
Available Information
250
Incorporation of Certain Information By Reference
251
Financial Statements

F-1
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FORWARD-LOOKING STATEMENTS
Some of the statements included or incorporated by reference in this prospectus supplement and the accompanying prospectus
constitute forward-looking statements, which relate to future events or our future performance or financial condition. The forward-looking
statements contained in this prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference
herein and therein, involve a number of risks and uncertainties, including statements concerning:
·
our, or our portfolio companies', future business, operations, operating results or prospects;
·
the return or impact of current and future investments;
·
the impact of a protracted decline in the liquidity of credit markets on our business;
·
the impact of fluctuations in interest rates on our business;
·
the impact of changes in laws or regulations (including the interpretation thereof), including the Tax Cuts and Jobs Act and the
Small Business Credit Availability Act ("SBCAA"), governing our operations or the operations of our portfolio companies or
the operations of our competitors;
·
the valuation of our investments in portfolio companies, particularly those having no liquid trading market;
·
our ability to recover unrealized losses;
·
our ability to successfully invest any capital raised in this offering;
·
market conditions and our ability to access alternative debt markets and additional debt and equity capital and our ability to
manage our capital resources effectively;
·
our contractual arrangements and relationships with third parties, including parties to our co-investment program;
·
the general economy and its impact on the industries in which we invest;
·
uncertainty surrounding the financial stability of the United States, Europe and China;
·
the social, geopolitical, financial, trade and legal implications of Brexit;
·
Middle East turmoil and the potential for volatility in energy prices and its impact on the industries in which we invest;
·
the financial condition of and ability of our current and prospective portfolio companies to achieve their objectives;
·
our expected financings and investments;
·
our ability to successfully complete and integrate any acquisitions;
·
the outcome and impact of any litigation;
·
the adequacy of our cash resources and working capital;
·
the timing, form and amount of any dividend distributions;
·
the timing of cash flows, if any, from the operations of our portfolio companies; and
·
the ability of our investment adviser to locate suitable investments for us and to monitor and administer our investments.
We use words such as "anticipates," "believes," "expects," "intends," "will," "should," "may" and similar expressions to identify
forward-looking statements, although not all forward-looking
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statements include these words. Our actual results and condition could differ materially from those implied or expressed in the forward-
looking statements for any reason, including the factors set forth in "Risk Factors" in this prospectus supplement and in the accompanying
prospectus and the other information included in this prospectus supplement and the accompanying prospectus, including the documents we
incorporate by reference herein and therein.
You should not place undue reliance on these forward-looking statements, which are based on information available to us as of the
date of this prospectus supplement or the accompanying prospectus, as applicable, including any documents incorporated by reference.
Except as required by the federal securities laws, we undertake no obligation to revise or update any forward-looking statements, whether as a
result of new information, future events or otherwise.
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THE COMPANY
This summary highlights some of the information contained elsewhere in this prospectus supplement and the accompanying
prospectus. It is not complete and may not contain all of the information that you may want to consider. You should read carefully the
more detailed information set forth under "Risk Factors" in this prospectus supplement and in the accompanying prospectus and the
other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus. Except where
the context suggests otherwise, the terms "we," "us," "our," "the Company" and "Ares Capital" refer to Ares Capital Corporation and
its consolidated subsidiaries; "Ares Capital Management" and "our investment adviser" refer to Ares Capital Management LLC; "Ares
Operations" and "our administrator" refer to Ares Operations LLC; and "Ares" and "Ares Management" refer to Ares Management
Corporation and its affiliated companies (other than portfolio companies of its affiliated funds).
Overview
Ares Capital, a Maryland corporation, is a specialty finance company that is a closed-end, non-diversified management
investment company. We have elected to be regulated as a business development company, or a "BDC," under the Investment
Company Act of 1940, as amended, and the rules and regulations promulgated thereunder or the "Investment Company Act." We were
founded on April 16, 2004, were initially funded on June 23, 2004 and completed our initial public offering on October 8, 2004. As of
September 30, 2019, we were the largest BDC in the United States with approximately $14.5 billion of total assets.
We are externally managed by our investment adviser, Ares Capital Management, a subsidiary of Ares Management, a
publicly traded, leading global alternative asset manager, pursuant to our investment advisory and management agreement. Our
administrator, Ares Operations, a subsidiary of Ares Management, provides certain administrative and other services necessary for us
to operate.
Our investment objective is to generate both current income and capital appreciation through debt and equity investments. We
invest primarily in U.S. middle-market companies, where we believe the supply of primary capital is limited and the investment
opportunities are most attractive. However, we may from time to time invest in larger or smaller companies. We generally use the term
"middle-market" to refer to companies with annual EBITDA between $10 million and $250 million. As used herein, EBITDA
represents net income before net interest expense, income tax expense, depreciation and amortization. We invest primarily in first lien
senior secured loans (including "unitranche" loans, which are loans that combine both senior and mezzanine debt, generally in a first
lien position), second lien senior secured loans and mezzanine debt, which in some cases includes an equity component. First and
second lien senior secured loans generally are senior debt instruments that rank ahead of subordinated debt of a given portfolio
company. Mezzanine debt is subordinated to senior loans and is generally unsecured. Our investments in corporate borrowers generally
range between $30 million and $500 million each and investments in project finance/power generation projects generally range
between $10 million and $200 million. However, the investment sizes may be more or less than these ranges and may vary based on,
among other things, our capital availability, the composition of our portfolio and general micro- and macro-economic factors.
To a lesser extent, we also make preferred and/or common equity investments, which have generally been non-control equity
investments of less than $20 million (usually in conjunction with a concurrent debt investment). However, we may increase the size or
change the nature of these investments.
The proportion of these types of investments will change over time given our views on, among other things, the economic and
credit environment in which we are operating. In pursuit of our investment objective, we generally seek to self- originate investments
and lead the investment process,
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which may result in us making commitments with respect to indebtedness or securities of a potential portfolio company in excess of
our final investment. In such situations, while we may initially agree to fund up to a certain dollar amount of an investment, we may
subsequently syndicate or sell a portion of such amount (including, without limitation, to vehicles managed by our portfolio company,
Ivy Hill Asset Management, L.P. ("IHAM")), such that we are left with a smaller investment than what was reflected in our original
commitment. In addition to originating investments, we may also acquire investments in the secondary market (including purchases of
a portfolio of investments).
The first and second lien senior secured loans in which we invest generally have stated terms of three to 10 years and the
mezzanine debt investments in which we invest generally have stated terms of up to 10 years, but the expected average life of such first
and second lien loans and mezzanine debt is generally between three and seven years. However, we may invest in loans and securities
with any maturity or duration. The instruments in which we invest typically are not rated by any rating agency, but we believe that if
such instruments were rated, they would be below investment grade (rated lower than "Baa3" by Moody's Investors Service, lower than
"BBB" by Fitch Ratings or lower than "BBB" by Standard & Poor's Ratings Services), which, under the guidelines established by
these entities, is an indication of having predominantly speculative characteristics with respect to the issuer's capacity to pay interest
and repay principal. Bonds that are rated below investment grade are sometimes referred to as "high yield bonds" or "junk bonds." We
may invest without limit in debt or other securities of any rating, as well as debt or other securities that have not been rated by any
nationally recognized statistical rating organization.
We believe that our investment adviser, Ares Capital Management, is able to leverage the current investment platform,
resources and existing relationships of Ares Management with financial sponsors, financial institutions, hedge funds and other
investment firms to provide us with attractive investment opportunities. In addition to deal flow, the Ares investment platform assists
our investment adviser in analyzing, structuring and monitoring investments. Ares has been in existence for over 20 years and, as of
September 30, 2019, its partners have an average of approximately 23 years of experience in leveraged finance, private equity,
distressed debt, commercial real estate finance, investment banking and capital markets. We have access to Ares' investment
professionals and administrative professionals, who provide assistance in accounting, finance, legal, compliance, operations,
information technology and investor relations. As of September 30, 2019, Ares had approximately 465 investment professionals and
approximately 740 administrative professionals.
While our primary focus is to generate current income and capital appreciation through investments in first and second lien
senior secured loans and mezzanine debt and, to a lesser extent, equity securities of eligible portfolio companies, we also may invest up
to 30% of our portfolio in non-qualifying assets, as permitted by the Investment Company Act. See "Regulation" in the accompanying
prospectus. Specifically, as part of this 30% basket, we may invest in entities that are not considered "eligible portfolio companies" (as
defined in the Investment Company Act), including companies located outside of the United States, entities that are operating pursuant
to certain exceptions under the Investment Company Act, and publicly traded entities whose public equity market capitalization
exceeds the levels provided for under the Investment Company Act.
Senior Direct Lending Program
We have established a joint venture with Varagon Capital Partners ("Varagon") to make certain first lien senior secured loans,
including certain stretch senior and unitranche loans, primarily to U.S. middle-market companies. Varagon was formed in 2013 as a
lending platform by American International Group, Inc. (NYSE: AIG) and other partners. The joint venture is called the Senior Direct
Lending Program, LLC (the "SDLP"). The SDLP may generally commit and hold individual loans of up to $300 million. We may
directly co-invest with the SDLP to accommodate larger transactions. The SDLP is capitalized as transactions are completed and all
portfolio decisions and
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generally all other decisions in respect of the SDLP must be approved by an investment committee of the SDLP consisting of
representatives of ours and Varagon (with approval from a representative of each required).
We provide capital to the SDLP in the form of subordinated certificates (the "SDLP Certificates"), and Varagon and its clients
provide capital to the SDLP in the form of senior notes, intermediate funding notes and the SDLP Certificates. As of September 30,
2019, we and a client of Varagon owned 87.5% and 12.5%, respectively, of the outstanding SDLP Certificates.
As of September 30, 2019, we and Varagon and its clients had agreed to make capital available to the SDLP of $6.2 billion in
the aggregate, of which $3.5 billion has been funded. As of September 30, 2019, we agreed to make available to the SDLP (subject to
the approval of the SDLP as described above) $1.4 billion, of which $817 million was funded. As of September 30, 2019, the SDLP
had commitments to fund delayed draw loans to certain of its portfolio companies of $338 million, which had been approved by the
investment committee of the SDLP as described above, of which $79 million was committed by us. For more information on the SDLP,
see "Management's Discussion and Analysis of Financial Condition and Results of Operations--Portfolio and Investment Activity--
Senior Direct Lending Program" in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed with the SEC
on October 30, 2019 and incorporated by reference herein.
Ivy Hill Asset Management, L.P.
As of September 30, 2019, our portfolio company, IHAM, an SEC-registered investment adviser, managed 23 vehicles and
served as the sub-manager/sub-servicer for two other vehicles (such vehicles, the "IHAM Vehicles"). As of September 30, 2019, IHAM
had assets under management of approximately $5.4 billion. As of September 30, 2019, the amortized cost and fair value of our
investment in IHAM was $444 million and $505 million, respectively. In connection with IHAM's registration as a registered
investment adviser, on March 30, 2012, we received exemptive relief from the SEC allowing us to, subject to certain conditions, own
directly or indirectly up to 100% of IHAM's outstanding equity interests and make additional investments in IHAM. From time to time,
IHAM or certain IHAM Vehicles may purchase investments from us or sell investments to us, in each case for a price equal to the fair
market value of such investments determined at the time of such transactions.
Ares Capital Management LLC
Ares Capital Management, our investment adviser, is served by an origination, investment and portfolio management team of
approximately 110 U.S.-based investment professionals as of September 30, 2019 and led by certain partners of the Ares Credit Group:
Kipp deVeer, Mitchell Goldstein and Michael Smith. Ares Capital Management leverages off of Ares' investment platform and benefits
from the significant capital markets, trading and research expertise of Ares' investment professionals. Ares Capital Management's
investment committee has eight members primarily comprised of certain of the U.S.-based partners of the Ares Credit Group.
Recent Developments
In November 2019, we entered into separate equity distribution agreements (collectively, the "Equity Distribution
Agreements"), each dated November 8, 2019, with SunTrust Robinson Humphrey, Inc. and Capital One Securities, Inc., respectively
(each a "Sales Agent" and, collectively, the "Sales Agents"). The Equity Distribution Agreements provide that we may from time to
time issue and sell shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $500 million
through the Sales Agents, or to them as principal for their own respective accounts. The sales of our common stock, if any, may be
made in negotiated transactions or transactions that are deemed to be "at the market," as defined in Rule 415(a)(4) under the Securities
Act of 1933, as
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