Ares Capital Corporation (NASDAQ:ARCC) filed a Form 425 communication on October 30, 2026, consisting of an excerpt from an interview with Director and Executive Vice President Michael Arougheti conducted on October 29, 2026, regarding the pending acquisition of MidCap Financial Investment Corporation (MFIC).

Key Highlights

  • Interview subject: Michael Arougheti, Director and Executive Vice President of ARCC, spoke on October 29, 2026, about the pending MFIC acquisition.
  • Historical context: According to the filing, ARCC's BDC was IPO'd in 2004 and is described as "the largest publicly traded BDC."
  • Third acquisition: Arougheti stated that ARCC has "actually acquired and integrated those three, those three platforms," referring to Allied Capital, American Capital Strategies, and AINV (now MFIC).
  • Portfolio diversification: The filing quotes Arougheti saying ARCC shareholders are "able to buy a diversified book of 200-plus names accretively."
  • Share price context: Arougheti stated that "ARCC, which is trading close to book value, is able to go in and deliver a really attractive premium to the MFIC shareholder."
  • Regulatory filings pending: ARCC disclosed it will file a registration statement on Form N-14 containing a proxy statement of MFIC and a prospectus of ARCC in connection with the transaction.

Arougheti Interview Excerpt: ARCC-MFIC Deal Rationale and BDC Consolidation History

The Form 425 communication, filed by Ares Capital Corporation pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, reproduces an excerpt from a televised interview with Michael Arougheti, Director and Executive Vice President of ARCC. The interview was conducted by David Faber on October 29, 2026, and focuses on the pending acquisition of MidCap Financial Investment Corporation, identified in the filing as the subject company (Commission File No. 814-00646).

According to the filing, Arougheti described ARCC's 22-year history since its 2004 IPO, noting that at that time three large BDCs existed: Allied Capital, American Capital Strategies, and AINV (now MFIC). He characterized ARCC's pending acquisition of MFIC as the third such consolidation, stating that the company has "accumulated a set of competitive advantages in origination and our relationship network, the diversification and size of our portfolios, the amount of resources that we can put behind portfolio management and technology." The filing attributes these characterizations solely to Arougheti and describes them as his own statements.

Arougheti also noted, as quoted in the filing, that with "a little bit of support from Ares Management, ARCC shareholders are able to buy a diversified book of 200-plus names accretively." The filing contains extensive forward-looking statement cautionary language, noting that actual results "may vary materially" from any forward-looking statements due to factors including the ability of parties to consummate the transaction, MFIC stockholder approval, regulatory approvals, and other risks described in ARCC's and MFIC's respective regulatory filings. The filing also states that a Form N-14 registration statement, which will include a proxy statement of MFIC and a prospectus of ARCC, will be filed with the SEC in connection with the transaction.

What Was Disclosed

Ares Capital Corporation filed a Form 425 containing an October 29, 2026 interview excerpt featuring Executive Vice President Michael Arougheti discussing the strategic rationale for acquiring MFIC, including historical BDC consolidation context and portfolio accretion claims, subject to forward-looking statement cautions.