12/22/2025 | Press release | Distributed by Public on 12/22/2025 16:02
Item 1.01. Entry into a Material Definitive Agreement.
On December 18, 2025 (the "Closing Date"), Ares Strategic Income Fund (the "Fund"), through its wholly owned, consolidated subsidiary, Ares Direct Lending CLO 8 LLC ("ADL CLO 8"), completed a $696.4 million term debt securitization (the "ADL CLO 8 Debt Securitization"). The ADL CLO 8 Debt Securitization is also known as a collateralized loan obligation and is an on-balance-sheet financing incurred by the Fund.
The notes offered in the ADL CLO 8 Debt Securitization that mature on January 20, 2039 (collectively, the "January 2039 CLO Notes") were issued by ADL CLO 8 pursuant to the indenture and security agreement governing the January 2039 CLO Notes (the "January 2039 CLO Indenture") dated as of the Closing Date and include (i) $356.0 million of Class A-1 Senior Floating Rate Notes that were issued to third parties and bear interest at Term SOFR (as defined in the January 2039 CLO Indenture) plus 1.40% (the "January 2039 Class A-1 CLO Notes"); (ii) $28.0 million of Class A-2 Senior Floating Rate Notes that were issued to third parties and bear interest at Term SOFR plus 1.60% (the "January 2039 Class A-2 CLO Notes"); (iii) $42.0 million of Class B Senior Floating Rate Notes that were issued to third parties and bear interest at Term SOFR plus 1.75% (the "January 2039 Class B CLO Notes"); (iv) $56.0 million of Class C Secured Deferrable Floating Rate Notes that were issued to third parties and bear interest at Term SOFR plus 2.00% (the "January 2039 Class C CLO Notes" and, together with the January 2039 Class A-1 CLO Notes, the January 2039 Class A-2 CLO Notes and the January 2039 Class B CLO Notes, the "January 2039 CLO Secured Notes"); and (v) $164.4 million of Subordinated Notes, which do not bear interest (the "January 2039 CLO Subordinated Notes"). The Fund retained all of the January 2039 CLO Subordinated Notes, which are unsecured obligations of ADL CLO 8 and will accordingly be eliminated on consolidation. In addition, in connection with the ADL CLO 8 Debt Securitization, ADL CLO 8 incurred $50.0 million of Class A-1A Loans that mature on January 20, 2039 (the "January 2039 CLO Secured Loans"), under a Class A-1A Credit Agreement (the "January 2039 CLO Credit Agreement"), dated as of the Closing Date, by and among ADL CLO 8, as borrower, the lender party thereto, and U.S. Bank Trust Company, National Association ("U.S. Bank"), as loan agent and collateral trustee. The January 2039 CLO Secured Loans bear interest at Term SOFR (as defined in the January 2039 CLO Credit Agreement) plus 1.40%.
The January 2039 CLO Secured Notes and January 2039 CLO Secured Loans are the secured obligation of ADL CLO 8 and are backed by a diversified portfolio of first lien senior secured loans contributed by the Fund to ADL CLO 8 on the Closing Date pursuant to the terms of a contribution agreement (the "Contribution Agreement"). The January 2039 CLO Indenture contains certain conditions pursuant to which additional loans can be acquired by ADL CLO 8. Through January 20, 2031, all principal collections received on the underlying collateral may be used by ADL CLO 8 to purchase new collateral under the direction of Ares Capital Management LLC, the Fund's investment adviser, in its capacity as asset manager (the "Asset Manager") to ADL CLO 8 under an asset management agreement (the "Asset Management Agreement") and in accordance with the Fund's investment strategy, including additional collateral that may be purchased from the Fund, pursuant to the terms of a master purchase and sale agreement (the "Master Purchase Agreement") between the Fund as seller and ADL CLO 8 as buyer. The Asset Manager has agreed to waive any management fees from ADL CLO 8. In addition, U.S. Bank serves as collateral administrator for ADL CLO 8 under a collateral administration agreement (the "Collateral Administration Agreement") among ADL CLO 8, the Asset Manager and U.S. Bank.
The January 2039 CLO Indenture and January 2039 CLO Credit Agreement include customary covenants and events of default. The January 2039 CLO Notes have not been, and will not be, registered under the Securities Act of 1933, as amended, or any state securities or "blue sky" laws and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from registration.
The Fund expects to use the net proceeds of the offering to repay certain outstanding indebtedness under its debt facilities and/or invest in portfolio companies in accordance with its investment objective. The Fund may reborrow under its debt facilities for general corporate purposes.
The foregoing descriptions of the Contribution Agreement, the January 2039 CLO Indenture, the January 2039 CLO Credit Agreement, the January 2039 CLO Notes, the January 2039 CLO Secured Loans, the Asset Management Agreement, the Collateral Administration Agreement and the Master Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Contribution Agreement, the January 2039 CLO Indenture, the January 2039 CLO Credit Agreement, the January 2039 CLO Notes, the January 2039 CLO Secured Loans, the Asset Management Agreement, the Collateral Administration Agreement and the Master Purchase Agreement, respectively, each filed as exhibits hereto or included within such exhibits, as applicable, and incorporated by reference herein.