{"url_path":"/sec/arcc/8-k/2026-07-22/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1287750/0001104659-26-085912-index.html","accession_number":"0001104659-26-085912","cik":"0001287750","ticker":"ARCC","issuer_name":"ARES CAPITAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1287750/0001104659-26-085912-index.html","primary_entity_key":"0001287750","primary_entity_name":"ARES CAPITAL CORP"},"word_count":1047,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJuly 17, 2026 (the “Refinancing Date”), Ares Direct Lending CLO 1 LLC (“ADL CLO 1”), a wholly owned, consolidated\nsubsidiary of Ares Capital Corporation (the “Company”), completed a refinancing of its approximately $708.7 million term debt\nsecuritization (as refinanced, the “ADL CLO 1 Debt Securitization” and such refinancing, the “ADL CLO 1 Reset Transaction”).\nThe ADL CLO 1 Debt Securitization is also known as a collateralized loan obligation and is an on-balance-sheet financing incurred by the\nCompany.\n\n \n\nThe notes offered in the ADL\nCLO 1 Reset Transaction were issued by ADL CLO 1 pursuant to an amended and restated indenture and security agreement (the “July\n2038 CLO Indenture”), dated as of the Refinancing Date, among ADL CLO 1, as issuer, and U.S. Bank Trust Company, National Association\n(“U.S. Bank”), as collateral trustee, and include (i) $267.0 million of Class A-1-R Senior Floating Rate Notes due July 25,\n2038 that were issued to third parties and bear interest at Term SOFR (as defined in the July 2038 CLO Indenture) plus 1.46% (the “July\n2038 Class A-1-R CLO Notes”); (ii) $24.5 million of Class A-2-R Senior Floating Rate Notes due July 25, 2038 that were issued to\nthird parties and bear interest at Term SOFR plus 1.70% (the “July 2038 Class A-2-R CLO Notes” and, together with the July\n2038 Class A-1-R CLO Notes, the “July 2038 Class A CLO Notes”); (iii) $45.5 million of Class B-R Senior Floating Rate Notes\ndue July 25, 2038 that were issued to third parties and bear interest at Term SOFR plus 1.90% (the “July 2038 Class B CLO Notes”\nand, together with the July 2038 Class A CLO Notes, the “July 2038 Secured CLO Notes”); and (iv) an additional $7.1 million\nof additional Subordinated Notes due July 25, 2038, which do not bear interest (together with the $225.6 million of existing Subordinated\nNotes issued by ADL CLO 1, the “July 2038 Subordinated CLO Notes” and, together with the July 2038 Secured CLO Notes, the\n“July 2038 CLO Notes”). The Company retained all of the July 2038 CLO Subordinated Notes, which are unsecured obligations\nof ADL CLO 1 and will accordingly be eliminated on consolidation.\n\n \n\nIn\nconnection with the ADL CLO 1 Reset Transaction, ADL CLO 1 also entered into a credit agreement (the “July 2038 Class A-1-LR Credit\nAgreement”) dated as of the Refinancing Date, by and among ADL CLO 1, as borrower, the lenders from time to time party thereto,\nand U.S. Bank, as loan agent and collateral trustee, pursuant to which it incurred $139.0 million of Class A-1-LR term loans (the “July\n2038 Class A-1-LR Loans”), which bear interest at Term SOFR plus 1.46% and are scheduled to mature on July 25, 2038. The July 2038\nClass A-1-LR Loans may be converted by the lender into July 2038 Class A-1-R CLO Notes, subject to certain conditions under the July 2038\nCLO Indenture and the July 2038 Class A-1-LR Credit Agreement.\n\n \n\nThe\nJuly 2038 Secured CLO Notes and the July 2038 Class A-1-LR Loans are the secured obligations of ADL CLO 1 and are backed by a diversified\nportfolio currently composed of first lien senior secured loans contributed by the Company to ADL CLO 1 on May 24, 2024 pursuant to the terms of a contribution\nagreement (the “Contribution Agreement”). The July 2038 CLO Indenture contains certain conditions pursuant to which additional\nloans can be acquired by ADL CLO 1, in accordance with rating agency criteria or as otherwise agreed with certain institutional investors\nwho purchased the July 2038 Secured CLO Notes. Through July 25, 2031, all principal collections received on the underlying collateral\nmay be used by ADL CLO 1 to purchase new collateral under the direction of Ares Capital Management LLC, the Company’s investment\nadviser, in its capacity as asset manager (the “Asset Manager”) to ADL CLO 1 under an asset management agreement (as amended,\nthe “Asset Management Agreement”) and in accordance with the Company’s investment strategy, including additional collateral\nthat may be purchased from the Company, pursuant to the terms of a master purchase and sale agreement (the “Master Purchase Agreement”)\nbetween the Company as seller and ADL CLO 1 as buyer. The Asset Manager has agreed to waive any management fees from ADL CLO 1. U.S. Bank\n(the “Collateral Administrator”) continues to serve as collateral administrator for ADL CLO 1 under a collateral administration\nagreement (as amended and restated, the “Collateral Administration Agreement”) among ADL CLO 1, the Asset Manager and the\nCollateral Administrator.\n\n \n\nThe July 2038 CLO Indenture and July 2038 Class A-1-LR Credit Agreement\ninclude customary covenants and events of default. The July 2038 CLO Notes have not been, and will not be, registered under the Securities\nAct of 1933, as amended, or any state securities or “blue sky” laws and may not be offered or sold in the United States absent\nregistration with the Securities and Exchange Commission or an applicable exemption from registration.\n\n  \n\nADL CLO 1 used the net proceeds of the ADL CLO 1 Reset Transaction\nto (a) redeem in full ADL CLO 1’s existing (i) $406.0 million principal amount of Class A Senior Secured Floating Rate Notes due\n2036; and (ii) $70.0 million of Class B Senior Secured Floating Rate Notes due 2036; (b) fund deposits into various accounts of ADL CLO\n1 and (c) pay certain fees and expenses in connection with the ADL CLO 1 Reset Transaction.\n\n \n\n \n\n \n\n \n\nThe\nforegoing descriptions of the Contribution Agreement, the July 2038 CLO Indenture, the July 2038 Class A-1-LR Credit Agreement, the July\n2038 Class A CLO Notes, the July 2038 Class B CLO Notes, the July 2038 Subordinated CLO Notes, the Asset Management Agreement, the Collateral\nAdministration Agreement and the Master Purchase Agreement do not purport to be complete and are qualified in their entirety by reference\nto the full text of the Contribution Agreement, the July 2038 CLO Indenture, the July 2038 Class A-1-LR Credit Agreement, the July 2038\nClass A CLO Notes, the July 2038 Class B CLO Notes, the July 2038 Subordinated CLO Notes, the Asset Management Agreement, the Collateral\nAdministration Agreement and the Master Purchase Agreement, respectively, each filed as exhibits hereto or included within such exhibits,\nas applicable, and incorporated into this Current Report on Form 8-K by reference."}