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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
15. SUBSEQUENT EVENTS

The Company’s management has evaluated subsequent events through the date of issuance of the consolidated financial statements included herein. There have been no subsequent events that occurred during such period that would require disclosure in this Form 10-Q or would be required to be recognized in the consolidated financial statements as of and for the nine months ended September 30, 2026, except as discussed below.

On October 26, 2026, the Company entered into a definitive agreement (the “Merger Agreement”) to acquire MidCap Financial Investment Corporation (“MFIC”), a Maryland corporation, in a cash and stock transaction (the “MFIC Transaction”). Ares Capital Management is also a party to the Merger Agreement for certain limited purposes, including to fund the Cash Consideration (as defined below).

Under the Merger Agreement, Union Acquisition Sub Inc., a wholly owned subsidiary of the Company, will merge with and into MFIC, with MFIC as the surviving corporation (the “First Merger”). Immediately afterward, MFIC will merge with and into Union Acquisition Sub LLC, another wholly owned subsidiary of the Company, with Union Acquisition Sub LLC as the surviving company (together with the First Merger, the “Mergers”). As of October 26, 2026, the last full trading day prior to the announcement of the MFIC Transaction, the transaction had an implied value of approximately $2.6 billion, or $10.88 per share of MFIC common stock, based on $1.21 in Cash Consideration and $9.67 in implied value of the Share Consideration (as defined below) and 82,372,628 MFIC shares of common stock outstanding.

Subject to the terms of the Merger Agreement, upon the consummation of the First Merger, each share of MFIC common stock issued and outstanding immediately before the effective time of the First Merger (other than certain canceled shares) will be converted into the right to receive (i) $1.21 per share in cash, without interest, payable by Ares Capital Management, acting solely on its own behalf (the “Cash Consideration”), and (ii) a number of shares of the Company’s common stock, par value $0.001 per share, determined by the Exchange Ratio described below (the “Share Consideration”), plus cash in lieu of fractional shares, payable by the Company. The Exchange Ratio will be determined shortly before closing, based on the Company’s net asset value per share of the Company’s common stock (the “Closing NAV”) and on the closing price of the Company’s common stock on the date that net asset value is determined (the “Closing Price”).

The Exchange Ratio will be calculated as follows:

•If the Closing Price is at or below 100% of the Closing NAV, the Exchange Ratio is $9.67 (less the per share amount of any post-signing tax dividends declared by MFIC) (the “Dividend Adjusted Price”) divided by the Company’s net asset value per share.
•If the Closing Price is above 100% but no more than 104.5% of the Closing NAV, the Dividend Adjusted Price is first multiplied by 1.00 plus 50% of the premium of the Closing Price over the Closing NAV, and the result is divided by the Closing Price.

•If the Closing Price is above 104.5% of the Closing NAV, the Dividend Adjusted Price is first multiplied by 102.25%, and the result is divided by the Closing Price.

Because the Exchange Ratio depends on the Company’s net asset value per share and stock price near closing and is adjusted by the per share amount of any tax dividends declared by MFIC, the number of shares of the Company’s common stock to be issued will not be known until shortly before the MFIC Transaction closes. The Cash Consideration and the Share Consideration are subject to adjustment for certain changes in capitalization, such as stock splits, reclassifications and stock dividends. As of October 26, 2026, 82,372,628 shares of MFIC common stock were outstanding.

Completion of the MFIC Transaction is subject to certain conditions, including, among others:

•approval of the MFIC Transaction by MFIC stockholders holding a majority of the outstanding shares of MFIC common stock;
•approval for listing on NASDAQ of the shares of the Company’s common stock to be issued;
•effectiveness of the Company’s registration statement on Form N-14 to be filed in connection with such issuance;
•the obtainment of, or deemed obtainment of, certain antitrust approvals;
•receipt of certain third-party consents relating to MFIC’s collateralized loan obligation vehicles;
•receipt by MFIC of a tax opinion; and
•other customary closing conditions.

Approval by the Company’s stockholders is not required.

While there can be no assurances as to the exact timing, or that the MFIC Transaction will be completed at all, the Company expects to complete the MFIC Transaction in the first half of 2027. The Merger Agreement may be terminated by either party if the First Merger has not been completed within nine months after the date of the Merger Agreement, which deadline is automatically extended by three months if, on that date, all closing conditions other than those relating to antitrust approvals have been satisfied or waived. In certain circumstances, including termination by MFIC to enter into a superior proposal or termination by the Company following a change in the MFIC board’s recommendation, MFIC will be required to pay the Company a termination fee of $31.36 million.

In connection with the MFIC Transaction, the Company has agreed to repay at closing the outstanding obligations under MFIC’s senior secured revolving credit agreement. MFIC has also agreed, if the Company requests, to redeem MFIC’s outstanding notes issued under its indenture at closing.

Wells Fargo Bank, National Association has also agreed, subject to customary conditions, to provide $750 million of additional secured financing that can be used to support the MFIC Transaction under the Loan and Servicing Agreement, dated as of January 22, 2010, among Ares Capital CP Funding LLC, as borrower, and the Company, as servicer and transferor, as amended.