Ares Capital Secures Below-NAV Share Issuance Authority at Special Meeting
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Company Background
Ares Capital Corporation is the largest publicly traded business development company by market capitalization, with approximately $14.3 billion in market cap and a portfolio of investments at fair value totaling $29.3 billion as of June 30, 2026. Founded in 2004 and externally managed by a subsidiary of Ares Management Corporation, it provides direct loans and other financing to private middle-market companies across 619 portfolio companies as of that date.
The company has paid a stable or growing regular quarterly dividend for 17 consecutive years, holding at $0.48 per share through the current period. Its balance sheet carries $15.9 billion in total debt outstanding and a debt-to-equity ratio of 1.15x as of June 30, 2026, up from 1.03x at year-end 2024. Available liquidity stood at approximately $6.7 billion as of the end of the second quarter.
Financial results have been mixed in recent periods. GAAP net income has been substantially depressed by mark-to-market losses — $0.13 per share in Q1 2026 and $0.24 in Q2 2026 — while Core EPS, the company's preferred non-GAAP measure that strips out unrealized gains and losses, has run at $0.47 for each of the last two quarters. Net investment income per share was $0.55 in Q1 and $0.50 in Q2, while the quarterly dividend remains at $0.48.
What Was Disclosed
At a special meeting held on August 13, 2026, shareholders voted to authorize the company to sell or otherwise issue shares of common stock at prices below its then-current net asset value per share. The proposal passed with 287,240,274 votes in favor and 70,093,164 against, with 14,771,898 abstentions — roughly 77% in favor and 19% opposed among all votes cast. Excluding shares held by affiliated persons, the for-vote stood at 279,480,234, with the against and abstain totals unchanged.