UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 18, 2023
ARES CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 814-00663 | 33-1089684 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 245 Park Avenue, 44th Floor, New York, NY | 10167 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code (212) 750-7300
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading
symbol |
Name of each exchange on which registered | ||
| Common stock, $0.001 par value | ARCC | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 18, 2023, the board of directors (the “Board”) of the registrant appointed Jana Markowicz, age 42, as Chief Operating Officer. Ms. Markowicz joined Ares Management Corporation (“Ares”) in 2005 as a member of the U.S. Direct Lending investment team, supporting in the negotiation and origination of private credit transactions. Ms. Markowicz has been instrumental in the growth of Ares’ U.S. Direct Lending strategy, serving as Partner, Head of Product Management and Investor Relations for this strategy and will continue to lead in this capacity as part of her new role. Ares is a parent entity of the registrant’s investment adviser, Ares Capital Management LLC. Prior to joining Ares 18 years ago, Ms. Markowicz started her career in Leveraged Finance at Citigroup, formerly Salomon Smith Barney, where she focused on financings for companies across a broad range of industries. Ms. Markowicz holds a B.S. from the University of Pennsylvania in Engineering, with a concentration in Economic and Financial Systems.
Item 7.01 Regulation FD Disclosure.
On January 19, 2023, the registrant issued a press release announcing the appointment of Ms. Markowitz as Chief Operating Officer. The text of the press release is attached as Exhibit 99.1 to this Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit
Number |
Description | |
| 99.1 | Press Release, dated January 19, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARES CAPITAL CORPORATION | ||
| Date: January 19, 2023 | ||
| By: | /s/ Penni F. Roll | |
| Name: | Penni F. Roll | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
Ares Capital Corporation Appoints Jana Markowicz as Chief Operating Officer
NEW YORK—January 19, 2023—Ares Capital Corporation (“Ares Capital”) (NASDAQ: ARCC) announced today that Jana Markowicz was appointed as its Chief Operating Officer (COO). In this newly created role, Ms. Markowicz will also serve as COO of Ares Management’s (“Ares”) U.S. Direct Lending strategy where she will collaborate with the U.S. Direct Lending Co-Heads and Investment Committee members in the management of the team and strategy.
Ms. Markowicz joined Ares in 2005 as a member of the U.S. Direct Lending investment team, supporting in the negotiation and origination of private credit transactions. She has been instrumental in the growth of Ares’ U.S. Direct Lending strategy, serving as Partner, Head of Product Management and Investor Relations for this strategy and will continue to lead in this capacity as part of her new role. Prior to joining Ares 18 years ago, Ms. Markowicz started her career in Leveraged Finance at Citigroup, formerly Salomon Smith Barney, where she focused on financings for companies across a broad range of industries. She holds a B.S. from the University of Pennsylvania in Engineering, with a concentration in Economic and Financial Systems.
“Jana is a proven leader on our U.S. Direct Lending team with extensive knowledge of our origination, underwriting and portfolio management process,” said Kipp deVeer, Chief Executive Officer of Ares Capital. “In her new role as COO, we believe Jana’s experience and strategic insights will help us further strengthen our market leading position and enable us to continue generating attractive long-term value for our shareholders.”
About Ares Capital Corporation
Founded in 2004, Ares Capital is a leading specialty finance company focused on providing direct loans and other investments in private middle market companies in the United States. Ares Capital’s objective is to source and invest in high-quality borrowers that need capital to achieve their business goals, which often leads to economic growth and employment. Ares Capital believes its loans and other investments in these companies can generate attractive levels of current income and potential capital appreciation for investors. Ares Capital, through its investment manager, utilizes its extensive, direct origination capabilities and incumbent borrower relationships to source and underwrite predominantly senior secured loans but also subordinated debt and equity investments. Ares Capital has elected to be regulated as a business development company (“BDC”) and is the largest publicly traded BDC by market capitalization as of December 31, 2022. Ares Capital is externally managed by a subsidiary of Ares Management Corporation (NYSE: ARES), a publicly traded, leading global alternative investment manager. For more information about Ares Capital, visit www.arescapitalcorp.com.
Forward-Looking Statements
Statements included herein may constitute “forward-looking statements,” which relate to future events or Ares Capital’s 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 and conditions 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 Ares Capital’s filings with the Securities and Exchange Commission. Ares Capital undertakes no duty to update any forward-looking statements made herein.
Investors
Carl G. Drake or John Stilmar
(888) 818-5298
irarcc@aresmgmt.com
Media
Brittany Cash, +1-212-301-0347
Jacob Silber, +1 212-301-0376
media@aresmgmt.com