Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On November 21, 2024, Ares Strategic Income Fund (the "Fund") and U.S. Bank Trust Company, National Association (the "Trustee"), entered into a Third Supplemental Indenture (the "Third Supplemental Indenture") to the Indenture, dated June 5, 2024, between the Fund and the Trustee (the "Base Indenture," and, together with the Third Supplemental Indenture, the "Indenture"). The Third Supplemental Indenture relates to the Fund's issuance, offer and sale of $750,000,000 aggregate principal amount of its 5.700% notes due 2028 (the "Notes").

The Notes will mature on March 15, 2028, and may be redeemed in whole or in part at the Fund's option at any time at the redemption price set forth in the Third Supplemental Indenture. The Notes bear interest at a rate of 5.700% per year payable semiannually on March 15 and September 15 of each year, commencing on March 15, 2025. The Notes are direct unsecured obligations of the Fund.

The Fund expects to use the net proceeds of this offering to repay certain outstanding indebtedness under its debt facilities. The Fund may reborrow under its debt facilities for general corporate purposes, which include investing in portfolio companies in accordance with its investment objective.

The Base Indenture, as supplemented by the Third Supplemental Indenture, contains certain covenants including covenants requiring the Fund to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, as such obligation may be amended or superseded but giving effect to any exemptive relief granted to the Fund by the Securities and Exchange Commission (the "SEC"), and to provide financial information to the holders of the Notes and the Trustee if the Fund should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.

In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch, Inc., Moody's Investor Services, Inc. and S&P Global Inc.), the Fund will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to the date of purchase.

The Notes were sold to several initial purchasers (the "Initial Purchasers") in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and for the initial resale by the Initial Purchasers to (i) qualified institutional buyers in transactions exempt from registration under the Securities Act pursuant to Rule 144A thereunder or (ii) certain non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. The transaction closed on November 21, 2024.

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

Registration Rights Agreement

In connection with the sale of the Notes, the Fund entered into a Registration Rights Agreement, dated November 21, 2024 (the "Registration Rights Agreement"), with Barclays Capital Inc., BofA Securities, Inc., J.P. Morgan Securities LLC, SMBC Nikko Securities America, Inc. and Wells Fargo Securities, LLC, as the representatives of the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Fund is obligated to file with the SEC a registration statement relating to an offer to exchange the Notes for new notes issued by the Fund that are registered under the Securities Act and otherwise have terms substantially identical to those of the Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the Notes. Alternatively, in accordance with the terms of the Registration Rights Agreement, the Fund may consummate such exchange offer through use of an existing registration statement. If the Fund fails to satisfy its registration obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.

Public link

Please use the above public link if you want to share this noodl on another website.