ARES CAPITAL CORP

Regulatory Filings • Aug 4, 2021

FWP 1 tm2124149d1_fwp.htm FWP

Filed Pursuant to Rule 433

Issuer Free Writing Prospectus dated August 4, 2021

Relating to Preliminary Prospectus Supplement dated August 4, 2021 and

Prospectus dated June 3, 2021

Registration No. 333-256733

Ares Capital Corporation

$ 400,000,000 2.875% Notes due 2028

PRICING TERM SHEET August 4, 2021

The following sets forth the final terms of the 2.875% Notes due 2028 (the “Notes”) and should only be read together with the preliminary prospectus supplement dated August 4, 2021, together with the accompanying prospectus dated June 3, 2021, relating to these securities (the “Preliminary Prospectus”), and supersedes the information in the Preliminary Prospectus to the extent inconsistent with the information in the Preliminary Prospectus. In all other respects, this pricing term sheet is qualified in its entirety by reference to the Preliminary Prospectus. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus. All references to dollar amounts are references to U.S. dollars.

| Issuer | Ares
Capital Corporation |
| --- | --- |
| Security | 2.875%
Notes due 2028 |
| Ratings
(Moody’s / S&P / Fitch) | Baa3/BBB-/BBB
(Stable/Stable/Stable) |
| Aggregate
Principal Amount Offered | $ 400,000,000 |
| Series of
Notes | The Notes
are a further issuance of the 2.875% Notes due 2028 that Ares Capital Corporation issued on June 10, 2021 in the aggregate principal
amount of $850,000,000 (the “Existing 2028 Notes”). The Notes will be treated as a single series with the Existing 2028
Notes under the indenture and will have the same terms as the Existing 2028 Notes (except the issue date and offering price). The
Notes offered hereby will have the same CUSIP number and will be fungible and rank equally with the Existing 2028 Notes. |
| Maturity | June 15,
2028 , unless earlier repurchased or redeemed |
| Trade
Date | August 4,
2021 |
| Settlement
Date* | August 11,
2021 (T+5) |

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| Interest
Payment Dates | June 15 and December 15, commencing December 15, 2021 |
| --- | --- |
| Price
to Public (Issue Price) | 102.696%
plus accrued and unpaid interest from June 10, 2021 up to, but not including, the settlement date |
| Aggregate
Accrued Interest | $1,948,611.11
of accrued and unpaid interest from June 10, 2021 up to, but not including, the settlement date (August 11, 2021) |
| Coupon
(Interest Rate) | 2.875% |
| Yield
to Maturity | 2.435 % |
| Benchmark
Treasury | 1.00%
due July 31 , 2028 |
| Benchmark
Treasury Price / Yield | 100-07+
/ 0.965% |
| Spread
to Benchmark Treasury | +147 basis
points |
| Change
of Control | Holders
have the right to require Ares Capital to repurchase the Notes at 100% of their principal amount plus accrued and unpaid interest,
if any, in the event of a Change of Control Repurchase Event. |
| Optional
Redemption | Equal to the
greater of the following amounts, plus, in each case, accrued and unpaid interest to the redemption date: - 100%
of the principal amount of the Notes to be redeemed, or - the
sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to
the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) using the applicable Treasury Rate plus 25 basis points; provided, however , that if Ares Capital
redeems any Notes on or after April 15, 2028 (the date falling two months prior to the maturity date of the Notes), the redemption
price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any,
to, but excluding, the date of redemption. |

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| Denomination | $ 2,000
and integral multiples of $1,000 in excess thereof |
| --- | --- |
| CUSIP
/ ISIN | 04010L
BB8 / US04010LBB80 |
| Joint
Book-Running Managers | BofA Securities, Inc. J.P. Morgan
Securities LLC SMBC Nikko
Securities America, Inc. Wells Fargo
Securities, LLC |

• Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

**Ares Capital Corporation expects that delivery of the Notes will be made to investors on or about August 11, 2021, which will be the fifth business day following the date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on any date prior to two business days before delivery will be required by virtue of the fact that the Notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on any date prior to two business days before delivery should consult their advisors.

Investors are advised to carefully consider the investment objective, risks, charges and expenses of Ares Capital before investing. The Preliminary Prospectus, which has been filed with the Securities and Exchange Commission, contains this and other information about Ares Capital and should be read carefully before investing.

The information in the Preliminary Prospectus and in this pricing term sheet is not complete and may be changed. The Preliminary Prospectus and this pricing term sheet are not offers to sell any securities of Ares Capital and are not soliciting an offer to buy such securities in any jurisdiction where such offer and sale is not permitted.

The issuer has filed a registration statement, including a prospectus and a prospectus supplement with the SEC, for the offering to which this communication relates. Before you invest, you should read the prospectus and prospectus supplement in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may obtain these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov . Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and the prospectus supplement if you request them by calling BofA Securities, Inc. at 1-800-294-1322, J.P. Morgan Securities LLC at 1-212-834-4533, SMBC Nikko Securities America, Inc. at 1-888-868-6856 or Wells Fargo Securities, LLC at 1-800-645-3751.

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