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Ares Capital Corporation Prices $40 Million of Unsecured Convertible Senior Notes



  Ares Capital Corporation Prices $40 Million of Unsecured Convertible Senior
  Notes

Business Wire

NEW YORK -- November 07, 2012

Ares Capital Corporation (Nasdaq: ARCC) announced that, in connection with an
inbound inquiry from a fundamental institutional investor, it has agreed to
issue an additional $40 million aggregate principal amount of its 4.75%
Convertible Senior Notes due 2018 (the “New Convertible Senior Notes”). The
New Convertible Senior Notes will be issued as additional notes under the
indenture pursuant to which, on October 10, 2012, Ares Capital issued $230
million in aggregate principal amount of its unsecured 4.75% Convertible
Senior Notes due 2018 (the “Existing Convertible Senior Notes,” and together
with the New Convertible Senior Notes, the “Convertible Senior Notes”). The
New Convertible Senior Notes will be treated as a single series with the
Existing Convertible Senior Notes under the indenture and will have the same
terms as the Existing Convertible Senior Notes. The New Convertible Senior
Notes will have the same CUSIP number and will be fungible with the Existing
Convertible Senior Notes. The New Convertible Senior Notes will be offered
only to qualified institutional buyers (as defined in the Securities Act of
1933, as amended (the “Securities Act”)) pursuant to Rule 144A under the
Securities Act. The closing of the transaction is subject to customary closing
conditions and the New Convertible Senior Notes are expected to be delivered
and paid for on November 13, 2012.

The Convertible Senior Notes are unsecured and bear interest at a rate of
4.75% per year, payable semiannually. In certain circumstances, the
Convertible Senior Notes will be convertible into cash, shares of Ares
Capital’s common stock or a combination of cash and shares of Ares Capital’s
common stock, at Ares Capital’s election, at an initial conversion rate of
50.3290 shares of common stock per $1,000 principal amount of Convertible
Senior Notes, which is equivalent to an initial conversion price of
approximately $19.87 per share of Ares Capital’s common stock, subject to
customary anti-dilution adjustments. The conversion price is approximately
15.9% above the $17.15 per share closing price of Ares Capital’s common stock
on November 7, 2012. Ares Capital will not have the right to redeem the
Convertible Senior Notes prior to maturity. The Convertible Senior Notes will
mature on January 15, 2018, unless repurchased or converted in accordance with
their terms prior to such date.

Ares Capital expects to use the net proceeds of this offering to repay or
repurchase certain outstanding indebtedness, which may include repaying
outstanding indebtedness under its debt facilities and, to the extent not
applied for such purpose, for general corporate purposes, including investing
in portfolio companies in accordance with its investment objective.

Neither the Convertible Senior Notes nor the common stock that may be issued
upon conversion thereof will be registered under the Securities Act. Neither
the Convertible Senior Notes nor the common stock that may be issued upon
conversion thereof may be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements of
the Securities Act.

This press release is not an offer to sell any securities of the Company and
is not soliciting an offer to buy such securities in any state where such
offer and sale is not permitted. It is issued pursuant to Rule 135c under the
Securities Act.

FORWARD-LOOKING STATEMENTS

Statements included herein may constitute “forward-looking statements,” which
relate to future events or our 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 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 our
filings with the Securities and Exchange Commission. Ares Capital undertakes
no duty to update any forward-looking statements made herein.

Contact:

Ares Capital Corporation
Carl Drake, 404-814-5204
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