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) July 10, 2023
ARES STRATEGIC INCOME FUND
(Exact Name of Registrant as Specified in Charter)
| Delaware | 814-01512 | 88-6432468 | ||
(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 |
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 x
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 1.01 Entry into a Material Definitive Agreement.
Commitment Increase Agreement
On July 10, 2023, Ares Strategic Income Fund (the “Fund”), entered into a Commitment Increase Agreement (the “Commitment Increase Agreement”) among the Fund, certain new and existing lenders, and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to the Fund’s Senior Secured Credit Agreement, dated as of December 20, 2022 (the “Credit Facility”) among the Fund, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The Commitment Increase Agreement, (i) increased the aggregate amount of the dollar commitments under the Credit Facility from $0.0 to $25.0 million and (ii) increased the aggregate amount of the multicurrency commitments under the Credit Facility from $625.0 million to $725.0 million.
The description above is only a summary of the material provisions of the Commitment Increase Agreement and is qualified in its entirety by reference to a copy of the Commitment Increase Agreement, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit Number |
Description | |
| 10.1 | Commitment Increase Agreement, dated as of July 10, 2023, among Ares Strategic Income Fund, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent. | |
| 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 STRATEGIC INCOME FUND | ||
| July 14, 2023 | ||
| By: | /s/ Joshua M. Bloomstein | |
| Name: | Joshua M. Bloomstein | |
| Title: | General Counsel and Secretary |
Exhibit 10.1
COMMITMENT INCREASE AGREEMENT
July 10, 2023
JPMorgan Chase Bank, N.A., as
Administrative Agent
500 Stanton Christiana Rd.
NCC5 / 1st Floor
Newark, DE 19713-2107
Attention: Loan & Agency Services Group
Ladies and Gentlemen:
We refer to the $625,000,000 Senior Secured Credit Agreement dated as of December 20, 2022 (as amended, modified or supplemented from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) among Ares Strategic Income Fund (the “Borrower”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent for said Lenders. You have advised us that the Borrower has requested in a letter dated July 10, 2023 (the “Increase Request”) from the Borrower to the Administrative Agent that the aggregate amount of the Dollar Commitments and Multicurrency Commitments be increased on the terms and subject to the conditions set forth herein.
A. Commitment Increase. Pursuant to Section 2.07(e) of the Credit Agreement, U.S. Bank National Association (“USB”) and Barclays Bank PLC (“Barclays”, and together with USB, the “Assuming Lenders”), hereby agree to make Dollar Commitments (in the case of USB) and Multicurrency Commitments (in the case of Barclays) in the amount set forth opposite the name of each such Assuming Lender listed in Schedule I hereto, such Dollar Commitments and Multicurrency Commitments to be effective as of the Increase Date (as defined in the Increase Request); provided, that the Administrative Agent shall have received a duly executed officer’s certificate from the Borrower, dated the Increase Date, in substantially the form of Exhibit I hereto. Pursuant to Section 2.07(e)(i)(D) of the Credit Agreement, the Administrative Agent and the Issuing Banks hereby consent to each Assuming Lender making their Dollar Commitments or Multicurrency Commitments, as applicable, in the amount specified in the Increase Request and in Schedule I hereto.
B. Confirmation of Assuming Lenders. Each Assuming Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, and (iii) acknowledges and agrees that, from and after the Increase Date and the making of the associated Dollar Commitments and Multicurrency Commitments, the Commitment Increase set forth opposite the name of each Assuming Lender listed in Schedule I hereto shall be included in its Commitments and such Commitments shall be governed for all purposes by the Credit Agreement and the other Loan Documents.
C. Counterparts. This Commitment Increase Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Commitment Increase Agreement by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
D. Governing Law. This Commitment Increase Agreement shall be construed in accordance with and governed by the law of the State of New York.
[signature pages follow]
| Very truly yours, | ||
| ASSUMING LENDER | ||
| U.S. BANK National Association | ||
| By: | /s/ Barry Chung | |
| Name: | Barry Chung | |
| Title: | Senior Vice President | |
| ASSUMING LENDER | ||
| BARCLAYS Bank PLC | ||
| By: | /s/ Ritam Bhalla | |
| Name: | Ritam Bhalla | |
| Title: | Director | |
[Signature Page – Commitment Increase Agreement]
| Accepted and agreed: | |||
| ARES STRATEGIC INCOME FUND | |||
| By: | /s/ Scott Lem | ||
| Name: | Scott Lem | ||
| Title: | Chief Financial Officer | ||
| Acknowledged: | |||
| JPMORGAN CHASE BANK, N.A., | |||
| as Administrative Agent and Issuing Bank | |||
| By: | /s/ Kevin Faber | ||
| Name: | Kevin Faber | ||
| Title: | Vice President | ||
| TRUIST BANK, | |||
| as an Issuing Bank | |||
| By: | /s/ Hays Wood | ||
| Name: | Hays Wood | ||
| Title: | Director | ||
| SUMITOMO MITSUI BANKING CORPORATION, | |||
| as an Issuing Bank | |||
| By: | /s/ Shane Klein | ||
| Name: | Shane Klein | ||
| Title: | Managing Director | ||
| WELLS FARGO BANK, NATIONAL ASSOCIATION, | |||
| as an Issuing Bank | |||
| By: | /s/ Grant Woetzel | ||
| Name: | Grant Woetzel | ||
| Title: | Vice President | ||
[Signature Page – Commitment Increase Agreement]
SCHEDULE I
| Assuming Lender | Commitment |
| U.S. Bank National Association | $25,000,000 (Dollar) |
| Barclays Bank PLC | $100,000,000 (Multicurrency) |