Ares Capital to acquire MidCap Financial for $2.6B; $10.88/share offer is 30.1% premium

ARES CAPITAL CORP

Total consideration $10.88 per MFIC share: $1.21 cash from an Ares Management subsidiary plus ~$9.67 in ARCC stock; enterprise value ~$2.6B.
Premium of 30.1% to MFIC's Oct 26, 2026 closing price and 25.8% to its 30-day VWAP; MFIC preliminary Sept 30 NAV/share ~$12.86.
Exchange ratio based on ARCC NAV/share vs stock price; MFIC gets 50% of any premium up to 104.5% of NAV (max 102.25%); special dividend reduces stock consideration dollar-for-dollar.
MFIC termination fee $31.36M; Apollo affiliates holding 4,281,394 MFIC shares (>5%) signed voting support agreements; no ARCC shareholder vote required.
Closing conditions include MFIC stockholder approval, NASDAQ listing, Form N-14 effectiveness and HSR clearance; deal expected accretive to ARCC core earnings and dividend support.

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