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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) October 25, 2022
 
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):
 
o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  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 classTrading symbolName of each exchange on which registered
Common stock, $0.001 par valueARCCNASDAQ 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 o

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. o




Item 2.02 Results of Operations and Financial Condition.

On October 25, 2022, the registrant issued a press release announcing its financial results for the quarter ended September 30, 2022. The text of the press release is included as Exhibit 99.1 to this Form 8-K.

The information disclosed under this Item 2.02, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective October 20, 2022, the board of directors (the “Board”) of the registrant appointed Kort Schnabel, 45, as Co-President. Mr. Schnabel was a founding member of the U.S. direct lending strategy of Ares Management Corporation (“Ares Management”) in 2004 and has been an Ares Management employee since 2001. Mr. Schnabel currently serves as a Partner and Co-Head for Ares U.S. direct lending strategy. As part of this role, he is a member of the Investment Committee of the registrant’s investment adviser, Ares Capital Management LLC (the “Investment Adviser”) and leads Ares Management’s direct lending team. Ares Management is a parent entity of the Investment Adviser. Concurrently, Michael L. Smith stepped down as Co-President. Mitchell Goldstein will continue in his role as Co-President of the registrant alongside Mr. Schnabel.

As an executive officer, Mr. Schnabel will not receive any compensation from the registrant.

On October 20, 2022, the Board increased the size of the Board from ten to 11 members and appointed Michael L. Smith as an interested Class III director to fill the vacancy created by such increase.

The initial term of Mr. Smith, a Class III director, will expire at the 2025 annual meeting of stockholders of the registrant. As an interested director, Mr. Smith will not receive any compensation from the registrant.

Mr. Smith, 51, is a Partner and Co-Head of the Ares Credit Group. He serves on the Ares Executive Management Committee. From time to time, he may serve as an officer, director or principal of entities affiliated with Ares Management or of investment funds managed by Ares Management and its affiliates. Mr. Smith is a member of the Investment Committee of the Investment Adviser, Ares Credit Group’s U.S. Direct Lending and Commercial Finance Investment Committees, the Ares Private Equity Group’s Special Opportunities Investment Committee and the Infrastructure and Power Group Funds Investment Committee. Mr. Smith previously served as Co-President of the registrant from July 2014 to October 2022 and Executive Vice President of the registrant from May 2013 to July 2014. Prior to joining Ares in 2004, Mr. Smith was a Partner at RBC Capital Partners, a division of Royal Bank of Canada, which led the firm’s middle market financing and principal investment business. Previously, Mr. Smith worked at Indosuez Capital in their Merchant Banking Group, Kenter, Glastris & Company, and at Salomon Brothers Inc, in their Debt Capital Markets Group and Financial Institutions Group. Mr. Smith serves on the Board of Directors of the University of Notre Dame’s Wilson Sheehan Lab for Economic Opportunity (LEO), which helps service providers apply scientific evaluation methods to better understand and share effective poverty interventions. Mr. Smith received a B.S. in Business Administration from the University of Notre Dame and a Masters in Management from Northwestern University’s Kellogg Graduate School of Management. The registrant believes that Mr. Smith’s depth of experience in investment management, leveraged finance and financial services, as well as his intimate knowledge of our business and operations, gives the Board valuable industry specific knowledge and expertise on these and other matters. Mr. Smith is an interested director because he is a Partner and Co-Head of Ares Credit Group, a member of the Ares Executive Management Committee and serves on the Investment Committee of the registrant’s Investment Adviser.

Item 7.01  Regulation FD Disclosure.
 
On October 25, 2022, the registrant issued a press release, included herewith as Exhibit 99.1, announcing the declaration of a fourth quarter 2022 dividend of $0.48 per share, payable on December 29, 2022 to stockholders of record as of December 15, 2022. The registrant previously declared on February 9, 2022 an additional dividend of $0.03 per share payable on December 29, 2022 to stockholders of record as of December 15, 2022. Payment of the additional December 29, 2022 dividend is subject to the satisfaction of certain Maryland law requirements.
 
On October 25, 2022, the registrant issued a press release announcing the appointment of Mr. Schnabel as Co-President and Mr. Smith as a Director. The text of the press release is attached as Exhibit 99.2 to this Form 8-K.




The information disclosed under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 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
   
 Press Release, dated October 25, 2022
Press Release, dated October 25, 2022
104Cover 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: October 25, 2022  
   
 By:/s/ PENNI F. ROLL
 Name:Penni F. Roll
 Title:Chief Financial Officer






Exhibit 99.1
aresnewlogoa.jpg
ARES CAPITAL CORPORATION ANNOUNCES SEPTEMBER 30, 2022 FINANCIAL RESULTS
AND DECLARES FOURTH QUARTER 2022 DIVIDEND OF $0.48 PER SHARE
 
DIVIDEND DECLARATIONS
 
New York, NY — October 25, 2022 — Ares Capital Corporation (“Ares Capital”) (NASDAQ: ARCC) announced that its Board of Directors has declared a fourth quarter dividend of $0.48 per share. The fourth quarter dividend is payable on December 29, 2022 to stockholders of record as of December 15, 2022. The Board of Directors previously declared on February 9, 2022 an additional dividend of $0.03 per share, subject to the satisfaction of certain Maryland law requirements, payable on December 29, 2022 to stockholders of record as of December 15, 2022.
 
SEPTEMBER 30, 2022 FINANCIAL RESULTS
 
Ares Capital also announced financial results for its third quarter ended September 30, 2022.
 
OPERATING RESULTS

 
Q3-22(1)
Q3-21(1)
(dollar amounts in millions, except per share data)Total AmountPer ShareTotal AmountPer Share
Core EPS(3)$0.50 $0.47 
GAAP net income per share(2)(4)$0.21 $0.73 
Net investment income(2)$288 $0.57 $184 $0.40 
Net realized gains (losses)(2)$— $— $149 $0.33 
Net unrealized gains (losses)(2)$(184)$(0.36)$$— 
GAAP net income(2)(4)$104 $0.21 $334 $0.73 
Dividends declared and payable $0.46 (5) $0.41 

 As of
(dollar amounts in millions, except per share data)September 30, 2022December 31, 2021
Portfolio investments at fair value $21,339 $20,009 
Total assets$22,038 $20,843 
Stockholders’ equity$9,436 $8,868 
Net assets per share$18.56 $18.96 
Debt/equity ratio1.27x1.26x
____________________________________________ 

(1)Net income can vary substantially from period to period due to various factors, including the level of new investment commitments, the recognition of realized gains and losses and unrealized appreciation and depreciation. As a result, quarterly comparisons of net income may not be meaningful.

(2)All per share amounts and weighted average shares outstanding are basic. The basic weighted average shares outstanding for the three months ended September 30, 2022 and 2021 were approximately 503 million and 453 million, respectively.

(3)Core EPS is a non-GAAP financial measure. Core EPS is the net increase (decrease) in stockholders’ equity resulting from operations less net realized and unrealized gains and losses, any capital gains incentive fees attributable to such net realized and unrealized gains and losses and any income taxes related to such net realized gains and losses, divided by the basic weighted average shares outstanding for the relevant period. Basic GAAP net income (loss) per share is the most directly comparable GAAP financial measure. Ares Capital believes that Core EPS provides useful information to investors regarding financial performance because it is one method Ares Capital uses to measure its financial condition and results of operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP. Reconciliations of Core EPS to the most directly comparable GAAP financial measure are set forth in Schedule 1 hereto.

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(4)In the first quarter of 2022, Ares Capital adopted Accounting Standards Update (ASU) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”), which requires the use of the if-converted method when calculating the dilutive impact of outstanding convertible notes on diluted earnings per share. As a result, Ares Capital’s diluted GAAP net income per share for the three months ended September 30, 2022 was $0.21. The weighted average shares outstanding for purpose of calculating the diluted GAAP net income per share for the three months ended September 30, 2022 was approximately 523 million, which includes approximately 20 million shares related to the assumed conversion of outstanding convertible notes. Under the allowed modified retrospective method, diluted GAAP net income per share for the prior period presented was not restated to reflect the impact of ASU 2020-06. As such, diluted GAAP net income per share amount for the prior period presented was the same as the basic GAAP net income per share amount.

(5)Includes an additional dividend of $0.03 per share paid in the third quarter ended September 30, 2022 to stockholders of record as of September 15, 2022.

Our third quarter core earnings increased 9% sequentially driven by the benefits of rising interest rates and the continued credit stability in our portfolio,” said Kipp deVeer, Chief Executive Officer of Ares Capital. “With the prospects of continued increases in interest rates coupled with the stability in our portfolio and our strong capital position, we believe we will be in a position to generate a higher level of core earnings for the foreseeable future. Therefore, we are raising our regular quarterly dividend by 12% to $0.48 per share, which represents our third increase this year.”

“Our available capital and liquidity position continue to be an important competitive advantage for the company,” said Penni Roll, Chief Financial Officer of Ares Capital. “With low-cost unsecured notes accounting for over 70% of our debt financing coupled with limited near term debt maturities, we believe our balance sheet strength positions us to perform well in the current market environment.”

PORTFOLIO AND INVESTMENT ACTIVITY
(dollar amounts in millions)Q3-22
Q3-21
Portfolio Activity During the Period: 
Gross commitments$2,242 $3,110 
Exits of commitments$1,996 $2,263 
Portfolio Information:
As of
September 30, 2022December 31, 2021
Portfolio investments at fair value$21,339 $20,009 
Fair value of accruing debt and other income producing securities(6)$19,161 $18,182 
Number of portfolio company investments 458 387 
Percentage of floating rate securities at fair value(7)73 %77 %
Weighted average yield on debt and other income producing securities(8):
At amortized cost10.7 %8.7 %
At fair value10.8 %8.7 %
Weighted average yield on total investments(9):
At amortized cost9.6 %7.9 %
At fair value9.7 %7.9 %
Asset class percentage at fair value
First lien senior secured loans45 %47 %
Second lien senior secured loans18 %23 %
Subordinated certificates of the SDLP%%
Senior subordinated loans%%
Preferred equity10 %%
Ivy Hill Asset Management, L.P.(10)%%
Other equity%%

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____________________________________________ 

(6)Including the fair value of Ares Capital’s equity investment in Ivy Hill Asset Management, L.P. (“IHAM”)

(7)Including Ares Capital's investment in the subordinated certificates of the SDLP (as defined below).

(8)Weighted average yield on debt and other income producing securities is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on accruing debt and other income producing securities (including the annualized amount of the dividend received by Ares Capital related to its equity investment in IHAM during the most recent quarter end), divided by (b) the total accruing debt and other income producing securities at amortized cost or at fair value (including the amortized cost or fair value of Ares Capital’s equity investment in IHAM as applicable), as applicable.

(9)Weighted average yield on total investments is computed as (a) the annual stated interest rate or yield earned plus the net annual amortization of original issue discount and market discount or premium earned on accruing debt and other income producing securities (including the annualized amount of the dividend received by Ares Capital related to its equity investment in IHAM during the most recent quarter end), divided by (b) total investments at amortized cost or at fair value, as applicable.

(10)Includes Ares Capital’s equity and subordinated loan investments in IHAM, as applicable.
 
In the third quarter of 2022, Ares Capital made new investment commitments of approximately $2.2 billion, including $342 million of new investment commitments to IHAM, of which approximately $1.9 billion were funded. New investment commitments included 13 new portfolio companies and 26 existing portfolio companies and one additional portfolio company through the Senior Direct Lending Program (the “SDLP”), through which Ares Capital co-invests with Varagon Capital Partners (“Varagon”), and its clients, to fund first lien senior secured loans. As of September 30, 2022, 224 separate private equity sponsors were represented in Ares Capital’s portfolio. Of the $2.2 billion in new commitments made during the third quarter of 2022, 62% were in first lien senior secured loans, 5% were in second lien senior secured loans, 4% were in were subordinated certificates of the SDLP, 9% were in preferred equity, 15% were for Ares Capital’s investment in IHAM and 5% were in other equity. Of these commitments, 81% were in floating rate debt securities, of which 91% contained interest rate floors. Ares Capital may seek to sell all or a portion of these new investment commitments, although there can be no assurance that Ares Capital will be able to do so. Also in the third quarter of 2022, Ares Capital funded approximately $212 million related to previously existing unfunded revolving and delayed draw loan commitments.

Also in the third quarter of 2022, Ares Capital exited approximately $2.0 billion of investment commitments, including approximately $860 million of loans sold to IHAM or certain vehicles managed by IHAM. Of the total investment commitments exited, 70% were first lien senior secured loans, 17% were second lien senior secured loans, 3% were preferred equity, 9% were Ares Capital’s investment in IHAM and 1% were other equity. Of the approximately $2.0 billion of exited investment commitments, 89% were floating rate, 7% were on non-accrual status, 3% were fixed rate and 1% were non-income producing.
 
As of September 30, 2022 and December 31, 2021, the weighted average grade of the portfolio at fair value was 3.2 and 3.1, respectively, and loans on non-accrual status represented 1.6% of total investments at amortized cost (or 0.9% at fair value) and 0.8% at amortized cost (or 0.5% at fair value), respectively. For more information on Ares Capital’s portfolio investment grades and loans on non-accrual status, see “Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Portfolio and Investment Activity” in Ares Capital’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed with the Securities and Exchange Commission (“SEC”) on October 25, 2022.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2022, Ares Capital had $257 million in cash and cash equivalents and $11.9 billion in total aggregate principal amount of debt outstanding ($11.8 billion at carrying value). Subject to borrowing base and other restrictions, Ares Capital had approximately $4.3 billion available for additional borrowings under its existing credit facilities as of September 30, 2022.

During the three months ended September 30, 2022, Ares Capital issued and sold approximately 2.8 million shares of common stock under its equity distribution agreements, with net proceeds totaling approximately $55.5 million, after giving effect to sales agents’ commissions and certain offering expenses.

In August 2022, Ares Capital completed a public underwritten equity offering pursuant to which Ares Capital sold 9.2 million shares of common stock at a price of $19.00 per share to the participating underwriters, with net proceeds totaling approximately $174.4 million, after giving effect to offering expenses.
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THIRD QUARTER 2022 DIVIDEND PAID AND 2022 DECLARED ADDITIONAL DIVIDENDS

On July 26, 2022, Ares Capital announced that its Board of Directors declared a third quarter 2022 dividend of $0.43 per share for a total of approximately $219 million. On February 9, 2022, Ares Capital announced that its Board of Directors declared an additional third quarter dividend of $0.03 per share for a total of approximately $15 million. The third quarter dividends were paid on September 30, 2022 to stockholders of record as of September 15, 2022.

On February 9, 2022, Ares Capital also announced that its Board of Directors declared an additional dividend of $0.03 per share to be distributed in the fourth quarter of 2022. The fourth quarter 2022 additional dividend of $0.03 per share will be payable on December 29, 2022 to stockholders of record as of December 15, 2022. Payment of the additional December 29, 2022 dividend is subject to the satisfaction of certain Maryland law requirements.

RECENT DEVELOPMENTS
From October 1, 2022 through October 20, 2022, Ares Capital made new investment commitments of approximately $1.1 billion, of which $1.0 billion were funded. Of these new commitments, 68% were in first lien senior secured loans, 31% were in second lien senior secured loans and 1% were in other equity. Of the approximately $1.1 billion of new investment commitments, 98% were floating rate, 1% were non-income producing and 1% were on non-accrual status. The weighted average yield of debt and other income producing securities funded during the period at amortized cost was 11.0% and the weighted average yield on total investments funded during the period at amortized cost was 10.9%. Ares Capital may seek to sell all or a portion of these new investment commitments, although there can be no assurance that it will be able to do so.

From October 1, 2022 through October 20, 2022, Ares Capital exited approximately $418 million of investment commitments, including $6 million of loans sold to IHAM or certain vehicles managed by IHAM. Of the total investment commitments exited, 77% were first lien senior secured loans, 20% were preferred equity and 3% were second lien senior secured loans. Of the approximately $418 million of exited investment commitments, 80% were floating rate and 20% were fixed rate. The weighted average yield of debt and other income producing securities exited or repaid during the period at amortized cost was 10.0% and the weighted average yield on total investments exited or repaid during the period at amortized cost was 10.0%. Of the approximately $418 million of investment commitments exited from October 1, 2022 through October 20, 2022, Ares Capital recognized total net realized gains of approximately $8 million, with no realized gains or losses recognized from the sale of loans to IHAM or certain vehicles managed by IHAM.

In addition, as of October 20, 2022, Ares Capital had an investment backlog and pipeline of approximately $605 million and $0, respectively. Investment backlog includes transactions approved by Ares Capital’s investment adviser’s investment committee and/or for which a formal mandate, letter of intent or a signed commitment have been issued, and therefore Ares Capital believes are likely to close. Investment pipeline includes transactions where due diligence and analysis are in process, but no formal mandate, letter of intent or signed commitment have been issued. The consummation of any of the investments in this backlog and pipeline depends upon, among other things, one or more of the following: satisfactory completion of Ares Capital due diligence investigation of the prospective portfolio company, Ares Capital’s acceptance of the terms and structure of such investment and the execution and delivery of satisfactory transaction documentation. In addition, Ares Capital may sell all or a portion of these investments and certain of these investments may result in the repayment of existing investments. Ares Capital cannot assure you that it will make any of these investments or that Ares Capital will sell all or any portion of these investments.

WEBCAST / CONFERENCE CALL
 
Ares Capital will host a webcast/conference call on Tuesday, October 25, 2022 at 10:00 a.m. (Eastern Time) to discuss its quarter ended September 30, 2022 financial results. PLEASE VISIT ARES CAPITAL’S WEBCAST LINK LOCATED ON THE HOME PAGE OF THE INVESTOR RESOURCES SECTION OF ARES CAPITAL’S WEBSITE FOR A SLIDE PRESENTATION THAT COMPLEMENTS THE EARNINGS CONFERENCE CALL.
 
All interested parties are invited to participate via telephone or the live webcast, which will be hosted on a webcast link located on the Home page of the Investor Resources section of Ares Capital’s website at www.arescapitalcorp.com. Please visit the website to test your connection before the webcast. Domestic callers can access the conference call toll free by dialing +1 (844) 200-6205. International callers can access the conference call by dialing +1 (929) 526-1599. All callers will need to enter access code 275474. All callers are asked to dial in 10-15 minutes prior to the call so that name and company information can be collected. For interested parties, an archived replay of the call will be available approximately one hour after the end of the call through November 8, 2022 at 5:00 p.m. (Eastern Time) to domestic callers by dialing toll free +1 (866) 813-9403 and to
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international callers by dialing +44 204 525 0658. For all replays, please reference access code 265938. An archived replay will also be available through November 8, 2022 on a webcast link located on the Home page of the Investor Resources section of Ares Capital’s website.

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 September 30, 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 or on the webcast/conference call 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, including the impact of rising interest rates in response to inflation, the war in Russia and Ukraine and the ongoing COVID-19 pandemic, which have resulted in significant market volatility impacting our business, our portfolio companies, our industry and the global economy. 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 SEC. Ares Capital undertakes no duty to update any forward-looking statements made herein or on the webcast/conference call.
 
INVESTOR RELATIONS CONTACTS
 
Ares Capital Corporation
Carl G. Drake or John Stilmar
(888) 818-5298
irarcc@aresmgmt.com
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ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(in millions, except per share data)
 
 As of
 September 30, 2022December 31, 2021
(unaudited)
ASSETS 
Total investments at fair value (amortized cost of $21,469 and $19,810, respectively)$21,339 $20,009 
Cash and cash equivalents257 372 
Restricted cash105 114 
Interest receivable160 142 
Receivable for open trades21 80 
Other assets135 99 
Operating lease right-of-use asset21 27 
Total assets$22,038 $20,843 
LIABILITIES
Debt$11,816 $11,020 
Base management fees payable78 69 
Income based fees payable63 67 
Capital gains incentive fees payable72 161 
Interest and facility fees payable76 100 
Payable to participants105 114 
Payable for open trades141 216 
Accounts payable and other liabilities139 111 
Secured borrowings79 74 
Operating lease liabilities33 43 
Total liabilities12,602 11,975 
STOCKHOLDERS’ EQUITY
Common stock, par value $0.001 per share, 700 and 600 common shares authorized, respectively; 508 and 468 common shares issued and outstanding, respectively
— — 
Capital in excess of par value9,370 8,553 
 Accumulated undistributed earnings66 315 
Total stockholders’ equity9,436 8,868 
Total liabilities and stockholders’ equity$22,038 $20,843 
NET ASSETS PER SHARE$18.56 $18.96 


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ARES CAPITAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share data)
(unaudited)
 
For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2022202120222021
INVESTMENT INCOME
Interest income from investments$385 $317 $1,014 $911 
Dividend income107 54 314 158 
Capital structuring service fees32 59 94 190 
Other income13 12 34 32 
Total investment income537 442 1,456 1,291 
EXPENSES
Interest and credit facility fees120 94 314 267 
Base management fees78 65 226 184 
Income based fees63 53 171 158 
Capital gains incentive fees(37)30 (64)133 
Administrative fees11 
Other general and administrative20 18 
Total expenses235 253 676 771 
NET INVESTMENT INCOME BEFORE INCOME TAXES302 189 780 520 
Income tax expense, including excise tax14 37 21 
NET INVESTMENT INCOME 288 184 743 499 
REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS, FOREIGN CURRENCY AND OTHER TRANSACTIONS:
Net realized gains— 149 55 267 
Net unrealized gains (losses)(184)(324)462 
Net realized and unrealized gains (losses) on investments, foreign currency and other transactions(184)150 (269)729 
REALIZED LOSS ON EXTINGUISHMENT OF DEBT— — (48)(43)
NET INCREASE IN STOCKHOLDERS’ EQUITY RESULTING FROM OPERATIONS$104 $334 $426 $1,185 
NET INCOME PER COMMON SHARE:
Basic$0.21 $0.73 $0.86 $2.68 
Diluted$0.21 $0.73 $0.86 $2.68 
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING:
Basic503 453 492 441 
Diluted523 453 512 441 

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SCHEDULE 1
 
Reconciliations of Core EPS to basic GAAP net income per share
 
Reconciliations of Core EPS to basic GAAP net income per share, the most directly comparable GAAP financial measure, for the three and nine months ended September 30, 2022 and 2021 are provided below.
 
 For the Three Months Ended September 30,For the Nine Months Ended September 30,
 2022202120222021
(unaudited)(unaudited)(unaudited)(unaudited)
Core EPS(1)$0.50 $0.47 $1.39 $1.43 
Net realized and unrealized gains (losses)(2)(0.36)0.33 (0.65)1.55 
Capital gains incentive fees attributable to net realized and unrealized gains and losses(2)0.07 (0.07)0.13 (0.30)
Income tax expense related to net realized gains and losses(2)— — (0.01)— 
GAAP net income per share(2)(3)$0.21 $0.73 $0.86 $2.68 
__________________________________________________ 

(1)Core EPS is a non-GAAP financial measure. Core EPS is the net increase (decrease) in stockholders’ equity resulting from operations less net realized and unrealized gains and losses, any capital gains incentive fees attributable to such net realized and unrealized gains and losses and any income taxes related to such net realized gains and losses, divided by the basic weighted average shares outstanding for the relevant period. Basic GAAP net income (loss) per share is the most directly comparable GAAP financial measure. Ares Capital believes that Core EPS provides useful information to investors regarding financial performance because it is one method Ares Capital uses to measure its financial condition and results of operations. The presentation of this additional information is not meant to be considered in isolation or as a substitute for financial results prepared in accordance with GAAP.

(2)All per share amounts and weighted average shares outstanding are basic. The basic weighted average shares outstanding for the three and nine months ended September 30, 2022 were approximately 503 million and 492 million, respectively, and approximately 453 million and 441 million, respectively, for the comparable periods in 2021.

(3)In the first quarter of 2022, Ares Capital adopted ASU 2020-06, which requires the use of the if-converted method when calculating the dilutive impact of outstanding convertible notes on diluted earnings per share. As a result, Ares Capital’s diluted GAAP net income per share for the three and nine months ended September 30, 2022 was $0.21 and $0.86, respectively. The weighted average shares outstanding for purpose of calculating the diluted GAAP net income per share for the three and nine months ended September 30, 2022 was approximately 523 million and 512 million, respectively, which includes approximately 20 million shares for each period related to the assumed conversion of outstanding convertible notes. Under the allowed modified retrospective method, diluted GAAP net income per share for the prior periods presented were not restated to reflect the impact of ASU 2020-06. As such, diluted GAAP net income per share amount for the prior periods presented are the same as the basic GAAP net income per share amount.



8
Exhibit 99.2

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Ares Capital Corporation Appoints Kort Schnabel as Co-President
and Michael Smith Joins Board of Directors

NEW YORK, NY — October 25, 2022 — Ares Capital Corporation (“Ares Capital”) (NASDAQ: ARCC) announced today that Kort Schnabel was appointed as Co-President. Concurrently, Michael Smith stepped down as Co-President and has been appointed to the Ares Capital Board of Directors. Mr. Smith will continue to serve as a member of the Investment Committee of Ares Capital’s investment manager. Mitchell Goldstein will continue in his role as Co-President of Ares Capital alongside Mr. Schnabel.

Mr. Schnabel was a founding member of the Ares U.S. direct lending strategy in 2004 and has been at the firm since 2001. Mr. Schnabel currently serves as a Partner and Co-Head of the Ares U.S. direct lending strategy and is a member of the Investment Committee of Ares Capital’s investment manager. Mr. Schnabel holds a B.A., cum laude, from the University of Pennsylvania in Economics.

“Over the last 18 years, Kort has been instrumental in supporting the growth and investing success of Ares Capital,” said Kipp deVeer, Chief Executive Officer of Ares Capital. “Our ability to name a long-term, high-performing professional like Kort as Co-President reflects the deep bench of talent that Ares Management possesses as the manager of the company. Along with the rest of the management team, I look forward to Kort’s future contributions as we continue to execute against our goal of generating attractive investment returns and creating value for all our stakeholders.”

“On behalf of the Board, we are very excited to have Michael join the Board, and we are grateful for his many years of service as Co-President. Since our initial public offering in 2004, Ares Capital has delivered nearly double the total stock-based returns of the S&P 500. Given his leadership in the industry and at our company, I believe the Board is further strengthened with his addition,” said Michael Arougheti, Co-Chairman of Ares Capital.

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 September 30, 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, including the impact of rising interest rates in response to inflation, the war in Russia and Ukraine and the ongoing COVID-19 pandemic, which have resulted in significant market volatility impacting our business, our portfolio companies, our industry and the global economy. 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.

Contacts:
Investors
Carl G. Drake or John Stilmar
(888) 818-5298
irarcc@aresmgmt.com

Media
Priscila Roney, +1 212-808-1185
or
Jacob Silber, +1 212-301-0376
Media@aresmgmt.com