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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)  February 5, 2025

 

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):

 

¨    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
Common stock, $0.001 par value   ARCC   NASDAQ 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 ¨

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The board of directors (the “Board”) of Ares Capital Corporation (“Ares Capital”) appointed Kort Schnabel, age 48, as Chief Executive Officer of Ares Capital, to be effective on April 30, 2025. Concurrently with the effective date of Kort Schnabel’s appointment, Kort Schnabel will cease to serve as Co-President and R. Kipp deVeer will cease to serve as Chief Executive Officer and will remain a Class III director of the Board and an officer of Ares Capital. James R. Miller will continue to serve as the President of Ares Capital.

 

Biographical and other information about Kort Schnabel can be found in Ares Capital's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 8, 2024 and such information is incorporated by reference into this Item 5.02. As an executive officer, Kort Schnabel will not receive any compensation from Ares Capital.

 

Item 7.01 Regulation FD Disclosure.

 

On February 5, 2025, Ares Capital issued a press release announcing the appointment of Kort Schnabel as Chief Executive Officer of Ares Capital, to be effective on April 30, 2025. The text of the press release is attached as Exhibit 99.1 to this Form 8-K.

 

The information disclosed under this Item 7.01, 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 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits:

 

Exhibit Number   Description
     
99.1   Press Release, dated February 5, 2025
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 CAPITAL CORPORATION
   
Date: February 5, 2025  
   
  By: /s/ Scott Lem
  Name: Scott Lem
  Title: Chief Financial Officer and Treasurer

 

 

 

 

Exhibit 99.1

 

Ares Capital Corporation Appoints Kort Schnabel as Chief Executive Officer

 

Kipp deVeer to Step Down as CEO Effective April 30, 2025, and
Will Remain as a Board Director

 

NEW YORK — February 5, 2025 — Ares Capital Corporation (NASDAQ: ARCC) (“Ares Capital” or the “Company”) announced today that Co-President Kort Schnabel has been appointed as Chief Executive Officer of the Company, effective April 30, 2025. Concurrently, Kipp deVeer will be stepping down as CEO and will remain a member of the Board of Directors. Mr. deVeer will also continue to serve as a member of the Investment Committee of Ares Capital’s investment adviser. Jim Miller, who was appointed Co-President of Ares Capital in October 2024, will continue as the Company’s sole President.

 

Mr. Schnabel joined Ares Management Corporation in 2001 and was a founding member of its U.S. Direct Lending strategy in 2004. Mr. Schnabel currently serves as a Partner and Co-Head of the U.S. Direct Lending strategy and is a member of the Investment Committee of Ares Capital’s investment adviser. Mr. Schnabel holds a B.A. from the University of Pennsylvania in Economics.

 

“Kort is a widely respected private credit investor with extensive leadership experience,” said Mr. deVeer. “In working closely with Kort over the past 20 years, I have seen firsthand his investing acumen, commitment to long-term borrower relationships and dedication to our collaborative team culture. I am confident that he and the broader Ares Capital leadership team will continue to execute on our growth objectives as we seek to generate attractive risk-adjusted returns for our shareholders.”

 

“We are excited to elevate Kort, a long-time leader at Ares, to CEO of Ares Capital as he continues to support the growth and differentiation of our business,” said Mitchell Goldstein and Michael Smith, Co-Chairmen of Ares Capital. “The Board is confident in the Ares Capital management team’s ability to further build on our track record under Kort’s leadership.”

 

“I am honored to be appointed CEO of Ares Capital, and I am deeply grateful to Kipp, Mitch and Michael for their years of mentorship and to the Board for their ongoing support,” said Mr. Schnabel. “Together, our team has created a market-leading provider of flexible capital solutions to companies of all sizes through our disciplined, creative and relationship-oriented approach. We have also built a culture of teamwork and collaboration that has been integral to our success. I am committed to extending this legacy as we maintain our focus on creating value for private equity sponsors, portfolio companies and investors for years to come.”

 

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 oftentimes can lead to economic growth and employment. Ares Capital believes its loans and other investments in these companies can help 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 was the largest publicly traded BDC by market capitalization as of December 31, 2024. 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. 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 Drake or John Stilmar 

+1 888-818-5298 

irarcc@aresmgmt.com

 

Media 

Priscila Roney, +1 212-808-1185 

Jacob Silber, +1 212-301-0376 

media@aresmgmt.com

 

 

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