ARES STRATEGIC INCOME FUND (Form: 8-K, Received: 08/07/2024 16:16:15)

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) August 2, 2024

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):

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 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 ý

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 1.01 Entry into a Material Definitive Agreement.

Amendment No. 1 to the SB Funding Facility

On August 2, 2024, Ares Strategic Income Fund (the “Fund”), ASIF Funding II, LLC, a wholly owned subsidiary of the Fund, as borrower (the “Borrower”) and The Bank of Nova Scotia, as administrative agent and revolving lender, entered into Amendment No. 1 to the Credit Agreement (the “SB Funding Facility Amendment”) to the Credit Agreement, dated as of March 1, 2024 (as amended, the “SB Funding Facility), by and among the Borrower, the Fund, as parent and servicer, the lenders from time to time parties thereto, The Bank of Nova Scotia, as administrative agent, the collateral agent and collateral administrator party thereto, and the custodian and document custodian party thereto.

The SB Funding Facility Amendment, among other things, adjusted the interest rate charged on the SB Funding Facility from Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of (i) 2.40% during the reinvestment period and (ii) 2.70% following the reinvestment period to SOFR plus an applicable margin of (i) 2.10% during the reinvestment period and (ii) 2.40% following the reinvestment period. The other terms of the SB Funding Facility remained materially unchanged.

Borrowings under the SB Funding Facility are subject to the SB Funding Facility’s various covenants and leverage restrictions contained in the Investment Company Act of 1940, as amended.

The description above is only a summary of the material provisions of the SB Funding Facility Amendment and is qualified in its entirety by reference to the copy of the SB Funding Facility Amendment, 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						Amendment No. 1 to Credit Agreement, dated as of August 2, 2024, among ASIF Funding II, LLC, as borrower, Ares Strategic Income Fund, as parent and servicer and The Bank of Nova Scotia, as administrative agent and revolving lender.
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

Date: August 7, 2024

	By:	/s/ SCOTT C. LEM
	Name:	Scott C. Lem
	Title:	Chief Financial Officer and Treasurer

Exhibit 10.1

EXECUTION VERSION

This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of August 2, 2024 (this “Amendment”), by and among ASIF FUNDING II, LLC, a Delaware limited liability company (together with its successors and assigns in such capacity, the “Borrower”), ARES STRATEGIC INCOME FUND, a Delaware statutory trust, as Parent (together with its successors and assigns in such capacity, the “Parent”) and Servicer (together with its successors and assigns in such capacity, the “Servicer”), the Lenders party hereto (the “Lenders”) and THE BANK OF NOVA SCOTIA, as the Administrative Agent (together with its successors and assigns in such capacity, the “Administrative Agent”).

WHEREAS, the Borrower, the Parent, the Servicer, the Lenders, the Administrative Agent, U.S. Bank Trust Company, National Association, as the Collateral Administrator (together with its successors and assigns in such capacity, the “Collateral Administrator”) and as the Collateral Agent (together with its successors and assigns in such capacity, the “Collateral Agent”) and U.S. Bank National Association, a national banking association as the Custodian (together with its successors and assigns in such capacity, the “Custodian”) and Document Custodian (together with its successors and assigns in such capacity, the “Document Custodian”), are party to the Credit Agreement, dated as of March 1, 2024 (as amended, modified and supplemented from time to time, the “Credit Agreement”). Terms used but not defined herein have the respective meanings given to such terms in the Credit Agreement.

WHEREAS, the Borrower and the Lenders desire to amend and otherwise modify the Credit Agreement, in accordance with Section 12.5 of the Credit Agreement and subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing premises and the mutual agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Amendments. As of the date of this Amendment, the definition of "Applicable Margin" appearing in Section 1.1 of the Credit Agreement is hereby amended in its entirety and replaced with the following:

"Applicable Margin" means, in respect of the Loans, (i) from the Closing Date to and including the end of the Reinvestment Period, 2.10% per annum and (ii) following the end of the Reinvestment Period, 2.40% per annum.

2. Representations and Warranties. (a) The Borrower hereby represents and warrants to the Lenders that, as of the date first written above, (i) no Default, Event of Default or Servicer Event of Default has occurred and is continuing and (ii) the representations and warranties of the Borrower contained in the Credit Agreement are true and correct in all material respects on and as of such day (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

Scotia - Ares Warehouse - Amendment No. 1 to Credit Agreement (Applicable Margin) (EC).docx

7039142

(b) The Borrower represents and warrants that this Amendment has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as enforceability may be limited by applicable insolvency, bankruptcy or other laws affecting creditors’ rights generally, or general principles of equity, whether such enforceability is considered in a proceeding in equity or at law.

3. Conditions Precedent. This Amendment shall become effective upon the satisfaction of the following conditions (the first date on which all of the following conditions have been satisfied being referred to herein as the “Effective Date”).

(a) The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Parent, the Servicer, the Administrative Agent and the Lenders.

(b) The representations and warranties set forth in this Amendment shall be true and correct in all material respects on the Effective Date.

(c) No Default, Event of Default or Servicer Event of Default shall have occurred and be continuing as of the Effective Date.

4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5. Ratification. Except as expressly amended hereby, the Credit Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Amendment shall form a part of the Credit Agreement for all purposes.

6. Counterparts. The parties hereto may sign one or more copies of this Amendment in counterparts, all of which together shall constitute one and the same agreement. Delivery of an executed signature page of this Amendment by facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof.

7. Headings. The headings of the Articles and Sections in this Amendment are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

8. Severability Clause. In case any provision in this Amendment shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

[Signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.




THE BORROWER:		ASIF FUNDING II, LLC, as Borrower

		By: Ares Strategic Income Fund, its sole Manager


	By:	/s/ SCOTT C. LEM
	Name:	Scott C. Lem
	Title:	Chief Financial Officer and Treasurer

Signature Page to Amendment No. 1 to Credit Agreement




THE ADMINISTRATIVE AGENT:		THE BANK OF NOVA SCOTIA



	By:	/s/ EDWARD RA
	Name:	Edward Ra
	Title:	Managing Director

	By:	/s/ RONNY SIRIZZOTTI
	Name:	Ronny Sirizzotti
	Title:	Director

Signature Page to Amendment No. 1 to Credit Agreement




REVOLVING LENDER:		THE BANK OF NOVA SCOTIA, as Revolving
		Lender


	By:	/s/ EDWARD RA
	Name:	Edward Ra
	Title:	Managing Director

	By:	/s/ RONNY SIRIZZOTTI
	Name:	Ronny Sirizzotti
	Title:	Director

Signature Page to Amendment No. 1 to Credit Agreement




PARENT AND SERVICER:		ARES STRATEGIC INCOME FUND, as Parent
		and Servicer


	By:	/s/ SCOTT C. LEM
	Name:	Scott C. Lem
	Title:	Chief Financial Officer and Treasurer

Signature Page to Amendment No. 1 to Credit Agreement