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Ares Capital Corporation (Nasdaq: ARCC) announced that it plans to make a private offering of $250 million aggregate principal amount of its Convertible Senior Notes due 2019 (the “Convertible Senior Notes”). Ares Capital also plans to grant the initial purchasers an option to purchase up to an additional $37.5 million principal amount of the Convertible Senior Notes to cover overallotments, 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 Convertible Senior Notes are unsecured, expected to pay interest semiannually and will be convertible under specified circumstances based on a conversion rate to be determined. Upon conversion, Ares Capital will pay or deliver, subject to the terms of the documents governing the Convertible Senior Notes, cash, shares of Ares Capital’s common stock or a combination of cash and shares of common stock, at Ares Capital’s election. 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. The interest rate, conversion rate and other financial terms of the Convertible Senior Notes will be determined by negotiations between Ares Capital and the initial purchasers.
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.