Ares Capital Corporation (ARCC)
NASDAQ: ARCC · Real-Time Price · USD
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+0.31 (1.67%)
At close: Apr 28, 2026, 4:00 PM EDT
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Pre-market: Apr 29, 2026, 6:22 AM EDT
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AGM 2025

Aug 8, 2025

Operator

Good afternoon. Welcome to Ares Capital Corporation's 2025 Special meeting of Stockholders. I will now turn the call over to Mr. Mitchell Goldstein, Co-Chairperson of the Board of Directors of Ares Capital Corporation.

Mitchell Goldstein
Director and Co-Chairperson, Ares Capital Corporation

Thank you. Good afternoon. Hello, ladies and gentlemen. Will the meeting please come to order? Welcome to a special meeting of stockholders of Ares Capital Corporation. I am Mr. Goldstein, Co-Chairperson of the Board of Directors of Ares Capital Corporation, and I will be presiding at this meeting. We very much appreciate you taking the time to join this virtual meeting today. Importantly, please note no one attending via the webcast or telephone is permitted to use any audio recording device, and this meeting is not being recorded. Attending the virtual meeting today are a number of other members of the ARCC Board, certain officers of ARCC, investment professionals of our investment adviser, Ares Capital Management, and members of our investor relations team. Josh Bloomstein, ARCC's General Counsel, Vice President, and Secretary, will act as Secretary of the meeting.

Christopher Woods of American Election Services, LLC, has been appointed to act as Inspector of Election and is also virtually attending. After the formal meeting has been adjourned, we will have time for a question and answer session to respond to relevant stockholder questions submitted in the designated field on the web portal. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. The next order of business is a description of the matter to be voted on at today's meeting. The proposal before the stockholders of the corporation is to duly authorize the sale or other issuance of shares of common stock at a price below the then current net asset value, or NAV, per share, as described in the corporation's notice of special meeting and proxy statement.

The Board of Directors unanimously recommends that the stockholders authorize the corporation to sell or otherwise issue shares of its common stock at a price below its then current net asset value per share, as described in the notice of special meeting and proxy statement. The polls are now open. Only stockholders of record at the close of business on May 13, 2025, are entitled to vote. At this time, any stockholders that are attending the virtual meeting and who have not already submitted a proxy and wish to vote their shares or change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies and do not want to change their vote do not need to take any further action.

While we allow time for stockholders who haven't already done so to complete their voting, I'd like to remind you that some of the statements made at this meeting may be considered forward-looking. Ares Capital Corporation cautions investors that results of future operations may differ from those anticipated. We urge you to review the cautionary statements and other information contained in our filings with the SEC, including our most recent annual report on Form 10-K and quarterly report on Form 10-Q, which identifies certain factors that could cause actual results to differ materially from those projected in any forward-looking statements made during this meeting. We undertake no duty to update any of the statements made during this meeting. Now that everyone has had the opportunity to vote, I hereby declare the polls closed. I will now discuss the results of voting for the record.

We have been informed by the inspector of election that a quorum is present for the purpose of transacting business. Accordingly, I hereby declare that, one, notice that this meeting has been properly served. Two, a quorum is present as a majority of the voting power of the corporation is in attendance at the meeting or represented by proxy. Three, all items of business are properly presented before the meeting. Four, of the proposal to be voted on, the inspector of election has informed us that the corporation has received the requisite votes to duly authorize the sale or other issuance of shares of common stock at a price below its then current net asset value per share, as described in the corporation's notice of special meeting and proxy statement. Five, I declare this meeting adjourned. Now we welcome any questions or comments you may have.

Please note we will attempt to answer as many questions as time allows, but only questions that are relevant to the meeting will be addressed. Only validated stockholders may ask questions in the designated field on the web portal. Out of consideration, again, for others, please limit yourself to one question. Have we received any questions via the web portal?

Tom Gillis
MD and Associate General Counsel, Ares Capital Corporation

Hi, Mitch. Yes, we have a question in [audio distortion].

Mitchell Goldstein
Director and Co-Chairperson, Ares Capital Corporation

I'm sorry, it may be my phone, but whoever's asking the question is really choppy in their announcement. Can you repeat the question?

Tom Gillis
MD and Associate General Counsel, Ares Capital Corporation

All right, Mitch. This is Tom. Yes, we've had one question, and it is, who would be eligible to acquire shares? How will they go about purchasing shares in an offering? Finally, what is the valuation of those shares for a potential for the offering that's being described here? That's the question.

Mitchell Goldstein
Director and Co-Chairperson, Ares Capital Corporation

If you—sorry, I was going to say since my General Counsel is on, maybe I'll let him answer that question. Again, to repeat, because I think it was a little choppy, is the question, who would be allowed to buy shares and who would set the price of the share purchase? Is that the question?

Tom Gillis
MD and Associate General Counsel, Ares Capital Corporation

Who would be able to, and how would they be able to? Yes, that's correct. Josh, did you want to...

Josh Bloomstein
General Counsel, VP, and Secretary, Ares Capital Corporation

Yeah, sure. Happy to. There's no offering currently contemplated. The measures being put in place shouldn't mark it change. Right now, the stock's trading at a premium to NAV. There's no transaction, so it's hard to say what specifics around how much you could buy, etc., would be put in place. One thing to note is that any future actual offering, all of this information will be in the applicable offering documents.

Mitchell Goldstein
Director and Co-Chairperson, Ares Capital Corporation

Thank you for that question. Are there any other questions?

Tom Gillis
MD and Associate General Counsel, Ares Capital Corporation

No, Mitch, that's everything.

Mitchell Goldstein
Director and Co-Chairperson, Ares Capital Corporation

Great. With that, we will conclude today's meeting. Thank you, everybody. Have a great rest of the day.

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