Item 1.01. Entry into a Material Definitive Agreement.

On September 25, 2012, Ares Capital Corporation (the “Company”) and U.S. Bank National Association (the “Trustee”), entered into a Third Supplemental Indenture (the “Third Supplemental Indenture”) to the Indenture, dated October 21, 2010, between the Company and the Trustee (as supplemented by the First Supplemental Indenture, dated October 21, 2010, between the Company and the Trustee, the Second Supplemental Indenture, dated February 2, 2012, between the Company and the Trustee, and the Third Supplemental Indenture, the “Indenture”).  The Third Supplemental Indenture relates to the Company’s issuance, offer and sale of $175,000,000 aggregate principal amount of its 5.875% senior notes due 2022 (the “Notes”).  The Company has granted the underwriters an option to purchase up to an additional $26,250,000 aggregate principal amount of the Notes to cover overallotments, if any.

The Notes will mature on October 1, 2022 and may be redeemed in whole or in part at the Company’s option at any time or from time to time on or after October 1, 2015 at a redemption price of $25 per security plus accrued and unpaid interest.  The Notes bear interest at a rate of 5.875% per year payable quarterly on January 1, April 1, July 1 and October 1 of each year, commencing on January 1, 2013.  The Notes are direct unsecured obligations of the Company.

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

The Indenture, as supplemented by the Third Supplemental Indenture, contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a)(1) of the Investment Company Act of 1940, as amended, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934.  These covenants are subject to important limitations and exceptions that are described in the Indenture.

The Notes were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-181563) and the preliminary prospectus supplement filed with the Securities and Exchange Commission on September 20, 2012.  The transaction closed on September 25, 2012.

The Trustee also serves as the Company’s custodian under the terms of a custody agreement, pursuant to which it receives customary fees and expenses as custodian.

The foregoing descriptions of the Third Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Third Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits:

SIGNATURES

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.

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Exhibit Index

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