Ares Core Infrastructure Fund

10/21/2026 | Press release | Distributed by Public on 10/21/2026 14:40

Private Placement (Form 8-K)

Item 3.02 Unregistered Sale of Equity Securities
In its monthly closing for October 2026, Ares Core Infrastructure Fund (the "Fund") sold common shares of beneficial interest ("Common Shares") for an aggregate purchase price of $768.9 million. The number of Common Shares to be issued was finalized on October 21, 2026. The purchase price per Common Share of each class equaled the Fund's net asset value ("NAV") per Common Share as of September 30, 2026. The issuance of the Common Shares is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder. The following table details the Common Shares sold:
Class of Common Shares
Amount of Common Shares(1)
Total Consideration (in millions)
Class I 17,890,593 $442.8
Class D 1,222,277 30.2
Class N 10,816,038 267.7
Class S 1,137,779 28.2
Total 31,066,687 $768.9
(1)Number of shares finalized on October 21, 2026.
Item 8.01 Other Events.
Net Asset Value
The NAV per Common Share of each class of the Fund as of September 30, 2026, as determined in accordance with the valuation policies and procedures employed by Ares Capital Management II LLC, the Fund's investment adviser, was as follows:
Class of Common Shares
NAV as of September 30, 2026
Class I $ 24.7489
Class D $ 24.7489
Class N $ 24.7489
Class S $ 24.7489
As of September 30, 2026, the Fund's aggregate NAV was approximately $7,725.8 million and the fair value of the Fund's portfolio investments was approximately $10,566.9 million.
October 2026 Distribution
The Fund has announced the declaration of regular monthly gross distributions for each class of the Fund's Common Shares in the amounts per share set forth below:
Class of Common Shares Gross Distribution Shareholder Servicing and/or Distribution Fee Net Distribution
Class I $ 0.20830 $ - $ 0.20830
Class D $ 0.20830 $ 0.00525 $ 0.20305
Class N $ 0.20830 $ 0.01051 $ 0.19779
Class S $ 0.20830 $ 0.01787 $ 0.19043
The distributions for each class of Common Shares are payable to shareholders of record as of the open of business on October 30, 2026 and will be paid on or about November 20, 2026. The October 2026 distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund's distribution reinvestment plan.
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November and December 2026 Distributions
The Fund has also announced the declaration of regular monthly gross distributions for November and December 2026, for each class of its Common Shares in the amounts per share set forth below:
Gross Distribution Per Share
Record Date
Payment Date(1)
Class I Class D Class N Class S
November 30, 2026 December 24, 2026 $ 0.20830 $ 0.20830 $ 0.20830 $ 0.20830
December 31, 2026 January 25, 2027 $ 0.20830 $ 0.20830 $ 0.20830 $ 0.20830
(1) The distributions on the Fund's Common Shares will be paid on or about the payment dates set above.
These distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund's distribution reinvestment plan. The net distributions to be received by shareholders of the Class D Common Shares, Class N Common Shares and Class S Common Shares will be equal to the gross distribution in the table above, less specific shareholder servicing and/or distribution fees applicable to such class as of their respective record dates. Class I Common Shares have no shareholder servicing and/or distribution fees.
Portfolio and Business Commentary
As of September 30, 2026, the Fund had sixteen equity investments with total fair value of approximately $8,551.6 million. As of September 30, 2026, based on fair value, the Fund's portfolio investments consisted of the following:
Portfolio Investments
As of September 30, 2026
Common equity 61.67 %
Other equity 9.35 %
Preferred equity 9.91 %
First lien senior secured loans 15.57 %
Senior subordinated loans 3.24 %
Corporate bonds 0.26 %
Total 100.00 %
As of September 30, 2026, the ten largest industries in which the Fund was invested, represented as a percentage of fair value, were as follows:
Industry
As of September 30, 2026
Independent power and renewable electricity producers 35.4 %
Oil, gas and consumable fuels 31.5 %
Data centers
14.2 %
Transportation infrastructure 6.5 %
Financial services 5.8 %
Electric utilities 2.9 %
Electrical equipment 0.6 %
IT services 0.5 %
Diversified telecommunication services 0.5 %
Energy equipment and services 0.4 %
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Status of the Offering
The Fund is currently offering on a continuous basis (the "Offering") Common Shares in transactions exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, by Rule 506(b) of Regulation D promulgated thereunder and/or Regulation S promulgated thereunder. The following table lists the Common Shares issued and total consideration for the Offering as of the date of this filing, reflective of transfers between share classes. The table below does not include Common Shares issued through the Fund's distribution reinvestment plan. The Fund intends to continue selling Common Shares in the Offering on a monthly basis.
Class of Common Shares Common Shares Issued
Total Consideration (in millions) (1)
Class I 232,538,344 5,790.3
Class D 8,856,349 220.0
Class N 81,419,899 2,022.7
Class S 17,741,440 441.7
Total 340,556,032 $8,474.7
(1)No underwriting discounts or commissions have been or will be paid in connection with the sale of such Common Shares. Although the Fund does not charge investors an upfront sales load (an "Upfront Sales Load") with respect to its Common Shares, if Class D Common Shares, Class N Common Shares, or Class S Common Shares are purchased through certain selling agents, shareholders may be charged an Upfront Sales Load or transaction or other fees, including brokerage commissions, in such amount as such selling agents may determine, provided that such charges are subject to a 2.0% cap on NAV for Class D Common Shares, a 2.0% cap on NAV for Class N Common Shares, and a 3.5% cap on NAV for Class S Common Shares. No Upfront Sales Loads may be charged on Class I Common Shares.
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