阿瑞斯资本美股招股说明书(2025-05-29版)

We may redeem the Notes in whole or in part at any time or from time to time at the redemption price discussed under the caption“Description of Notes—Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchase the Notesat 100% of their principal amount upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued inminimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct senior unsecured obligations and rankparipassu, or equally, with all outstanding and future unsecuredunsubordinated indebtedness issued by Ares Capital Corporation. Ares Capital Corporation is a specialty finance company that is a closed-end, non-diversified management investment companyincorporated in Maryland. We have elected to be regulated as a business development company under the Investment Company Act of 1940, asamended (the “Investment Company Act”). Our investment objective is to generate both current income and capital appreciation through debt andequity investments. We invest primarily in first lien senior secured loans (including “unitranche” loans, which are loans that combine both senior andsubordinated debt, generally in a first lien position), and second lien senior secured loans. In addition to senior secured loans, we also invest insubordinated loans (sometimes referred to as mezzanine debt) and preferred equity. To a lesser extent, we also make common equity investments. We are externally managed by our investment adviser, Ares Capital Management LLC, a subsidiary of Ares Management Corporation, apublicly traded, leading global alternative investment manager (“Ares”). Ares Operations LLC, a subsidiary of Ares Management Corporation, providescertain administrative and other services necessary for us to operate. Investing in the Notes involves risks that are described in the “Risk Factors” section beginning on page S-9 ofthis prospectus supplement and page 14 of the accompanying prospectus, including the risk of leverage. This prospectus supplement and the accompanying prospectus, and the documents incorporated by reference herein and therein, conciselyprovide important information about us that you should know before investing in the Notes. Please read this prospectus supplement and theaccompanying prospectus, and the documents incorporated by reference herein and therein, before you invest and keep it for future reference. We fileannual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”). Thisinformation is available free of charge by calling us collect at (310) 201-4200 or on our website at www.arescapitalcorp.com. The SEC also maintains awebsite at www.sec.gov that contains such information. The information on the websites referred to herein is not incorporated by reference into thisprospectus supplement or the accompanying prospectus. (1)The public offering price set forth above does not include accrued interest , if any. Interest on the Notes will accrue from June 3, 2025and must be paid by the purchaser if the Notes are delivered afterJune 3, 2025.(2)Before deducting expenses payable by us related to this offering, estimated at $2.3 million. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERALDEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Delivery of the Notes offered hereby in book-entry form only through The Depository Trust Company for the accounts of its participants,including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking S.A., will be made on or about June 3, 2025. We and the underwriters have not authorized anyone to provide any information other than thatcontained or incorporated by reference in this prospectus supplement and the accompanying prospectus, or anyother information to which we or the underwriters have referred you. We and the underwriters take noresponsibility for, and can provide no assurance as to the reliability of, any other information that others may giveyou. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where theoffer or sale is not permitted. You should assume that the information appearing in this prospectus supplementand the accompanying prospectus is accurate only as of the date on the front cover of this prospectus supplementor the accompanying prospectus, as applicable. Our business, financial condition, results of operations andprospects may have changed since that date. This prospectus supplement may add, update or