Business Context and Reporting Period
Company: Ares Capital Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: March 8, 2012
Event: Announcement of a planned private offering of Convertible Senior Notes.
Key Financial Metrics
- Proposed Offering: $150 million aggregate principal amount of Convertible Senior Notes due 2017.
- Over-allotment Option: Initial purchasers granted an option to purchase up to an additional $22.5 million.
- Outstanding Indebtedness: As of March 7, 2012, total consolidated outstanding indebtedness was $1,956.3 million.
- Revenue/Profit/Cash Flow: The filing text does not provide a clear value for revenue, profit, cash flow, or margins.
Material Changes and Use of Proceeds
The Company plans to use the net proceeds from the offering for the following purposes:
- Repay or repurchase certain outstanding indebtedness.
- Repay outstanding borrowings under the Company's revolving credit facility and revolving funding facilities.
- Fund investments in its investment backlog and pipeline.
- Other general corporate purposes.
Guidance, Risks, and Contingencies
- Registration Status: Neither the Convertible Senior Notes nor the common stock issuable upon conversion will be registered under the Securities Act of 1933.
- Sale Restrictions: The securities may not be offered or sold in the United States absent registration or an applicable exemption.
- Filing Status: The information disclosed under Item 8.01 is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934.
Investor Verification Checklist
- Verify the final terms and pricing of the $150 million Convertible Senior Notes offering.
- Confirm the extent to which proceeds are utilized to reduce the $1,956.3 million outstanding debt balance.
- Review the specific investment backlog and pipeline projects intended to be funded.
- Check for any subsequent filings regarding the exercise of the $22.5 million over-allotment option.