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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:
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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