Good morning. Welcome to Ares Capital Corporation's Second Quarter, June 30, 2024, Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded on Tuesday, July 30, 2024. I will now turn the call over to Mr. John Stilmar, Partner of Ares' Public Markets Investor Relations. Please go ahead.

Thank you very much, and let me start with some important reminders. Comments made during the course of this conference call and webcast as well as the accompanying documents contain forward-looking statements and are subject to risks and uncertainties. The company's actual results could differ materially from those expressed in such forward-looking statements for any reason, including those listed in its SEC filings. Ares Capital Corporation assumes no obligation to update any such forward-looking statements. Please also note that past performance or market information is not a guarantee of future results. During this conference call, the company may discuss certain non-GAAP measures as defined by SEC Regulation G, such as core earnings per share or core EPS. The company believes that core EPS provides useful information for investors regarding the financial performance because it is one method the company uses to measure its financial condition and results of operations. A reconciliation of GAAP net income per share, the most directly comparable GAAP financial measure to core EPS, can be found in the accompanying slide presentation for this call. In addition, reconciliation of these measures may also be found in our earnings release filed this morning with the SEC on Form 8-K. Certain information discussed in this conference call and the accompanying slide presentation, including information relating to portfolio companies, is derived from third-party sources and has not been independently verified. And accordingly, the company makes no representation or warranty with respect to this information. The company's second quarter, June 30, 2024, earnings presentation can be found on the company's website at www.arescapitalcorp.com by clicking on the Second Quarter 2024 Earnings Presentation link on the home page of the Investor Resources section of the website. Ares Capital Corporation's earnings release and Form 10-Q are also available on the company's website. I'd like to now turn the call over to Mr. Kipp deVeer, Ares Capital Corporation's Chief Executive Officer. Kipp?

Thanks, John. Hello, everyone, and thanks for joining our earnings call today. I'm here with our Co-Presidents, Mitch Goldstein and Kort Schnabel; our Chief Operating Officer, Jana Markowicz; our Chief Financial Officer, Scott Lem; and other members of the management team. I'd like to start the call by highlighting our second quarter results, and we'll follow that with some thoughts on the economic environment and the current market. This morning, we reported another quarter of strong core earnings of $0.61 per share. Our core earnings per share increased 3% from the prior quarter and 5% from the prior year. These results were driven by a continued attractive investment environment, healthy credit performance and an acceleration of investing activity in a more active transaction environment. We believe we continue to see the benefits of our well-established platform and significant scale in direct lending. We reported record NAV per share of $19.61 this quarter, which is up 6% year-over-year, and we provided a healthy quarterly dividend. Over the past year, Ares Capital has generated among the best growth in NAV amongst its peer group of externally managed BDCs with over $1 billion of market capitalization. Throughout the second quarter of 2024, we saw a healthy and improving market environment for companies seeking our flexible capital solutions. And we observed a particularly clear acceleration in private equity sponsor activity as most sponsors are seeking capital to support the growth of their portfolio companies and exit investments as they work to increase distributions from aging fund vintages. Against this backdrop, direct lenders have continued to represent a meaningful part of leverage buyout transactions during the quarter, underscoring the importance of direct lending solutions in the current market. In conjunction with this more active market, we saw meaningful growth in deal flow during the second…

Thanks, Kipp. Let me walk through our income statement before discussing our balance sheet and the actions we took during the quarter to enhance our capital position. This morning, we reported GAAP net income per share of $0.52 for the second quarter of 2024 compared to $0.76 in the prior quarter and $0.61 in the second quarter of 2023. We also reported core earnings per share of $0.61 for the second quarter of 2024 compared to $0.59 in the prior quarter and $0.58 in the second quarter of 2023. Our investment income in the quarter was primarily driven by increased investment activity, resulting in higher structuring fees and interest income. The structuring fees more than doubled from the first quarter of 2024, reaching their highest level since the fourth quarter of 2022. Interest income also increased by over 5% since the first quarter due to the net portfolio growth. In terms of our expenses, the increase in our interest and credit facility fees was consistent with our higher leverage during the quarter to fund a portion of our portfolio growth. Lastly, you may have seen a notable uptick in our tax expense during the quarter. This was largely driven by capital gains taxes associated with the sizable realized gain from the exit of our investment in Heelstone. Even after netting out these capital gains taxes, we still generated a very nice overall return on our investment with a net realized gain of over $115 million. Our total portfolio at fair value at the end of the quarter was $25 billion, up from $23 billion at the end of the first quarter. The weighted average yield on our debt and other income-producing securities at amortized cost was 12.2% at June 30, which was down slightly from 12.4% at March 31 and…

Thanks, Scott. I'm now going to spend a few minutes providing more details on our investment activity, our portfolio performance and our positioning for the second quarter. I will then conclude with an update on our post-quarter-end activity, backlog and pipeline. In the second quarter, our team originated approximately $3.9 billion of new investment commitments, meaningfully expanding our deployment from last quarter and from the same period last year. Importantly, our $2.5 billion of net commitments set a new quarterly record as our existing borrowers are consolidating their financing relationships with us and new borrowers are increasingly selecting Ares as their lender. We continue to believe our growing portfolio of 525 companies, an 11% increase over last year, provides a large installed base of differentiated lending opportunities for our company. By further investing in our incumbent borrowers where we have an existing relationship and significant knowledge of the company, we believe we can reduce underwriting risk and drive better credit performance. We continue to lean into these advantages as over 60% of our total commitments in the quarter were to existing portfolio companies. We believe that the scale and flexibility we provide to our existing borrowers are driving market share gains for us as borrowers consolidate their lending relationships in favor of those who can support the long-term growth of their business plans. As one example of this trend, across our top 10 investments to existing portfolio companies in the quarter, we doubled our share of the overall financings compared to our previous share provided to those same companies. During the second quarter, we also continued to add new borrower relationships. Our investments into new portfolio companies increased 35% quarter-over-quarter, driven by our focus on covering the broader middle market as well as the growing buyout activity among these borrowers.…

Thanks a lot, Kort. In closing, our strong earnings this quarter are underpinned by the many durable advantages that we believe continue to drive differentiated results for our investors. In today's more competitive investing environment, we are squarely focused on leveraging our origination scale to see as wide an opportunity set as possible, maintaining our rigorous credit standards, negotiating appropriate documentation and being highly selective around deal flow. With our historically low leverage, a proven ability to invest across the capital structure and a healthy underlying portfolio of growing companies, we believe we are well positioned to deliver attractive financial results through varying market and interest rate condition throughout the year. As always, we appreciate you joining us today, and we look forward to speaking with you next quarter. With that, operator, we can open the line for questions.

[Operator Instructions] And we do have our first question from Melissa Wedel with JPMorgan.

My questions today, you anticipated a few of them already. Look, I think there's a lot here that was really strong in the quarter. One of the things that has come up from our clients during the quarter was a pretty public situation with Pluralsight. We certainly saw the markdown during the quarter, and it looks like you added it to nonaccrual. I'm wondering if there's anything that you can share with us in terms of sort of the ongoing situation there, how you think about that mark and how you think about resolving it?

Sure. Thanks, Melissa. I'm surprised people actually were going to ask a question about Pluralsight. The -- so look, what I'd say is most of what's been reported in the press is not accurate. So I think that's important just to put out there. The last article that I did see was reasonably indicative of what's happening there, which is, unfortunately, for Vista Equity Partners, who is the sponsor, it's not going to be a situation that works out very well for them. So they're handing the company over to a significant group of lenders. We're not the agent on the facility, Owl Rock is. So we're sort of working with the group to put a restructuring in place there where lenders will obviously reduce debt and take control of the company. So that's the first time that's happened in our history. But for some reason, it's taken on a lot of press. But that's what's going on, it's pretty simple.

Okay. No, I think you're right, our clients -- we definitely got more than a few questions about it during the quarter, and I appreciate your willingness to share whatever you can there. I think that's helpful...

Yes, it's okay. I mean I think, frankly, it incited a lot of conversation based on a lot of speculation in the situation that frankly wasn't very accurate. So...

All right. I appreciate the clarification. If I could follow up on one of the comments you made about the real strong pickup in investment activity during the quarter. It sounded like a lot of the sponsor-driven activity that you were seeing, and certainly, it seems to be carried forward in the backlog, which I don't think we've seen something strong in the last few years, it sounded like it's driven by M&A. Is that a fair characterization? Are you also seeing a decent amount of refi activity as well?

Yes, we're not seeing a tremendous amount of refi activity. So you're right, I think there's better M&A activity. The direction that we're seeing is actually sponsors, in particular, as you probably read in the press, it's actually reasonably accurate or under a lot of pressure to return capital of LPs. So there's a substantial amount of unrealized NAV that's just in the ground. It's had a hard time getting to realizations during this increase in rates and then presumed decrease in valuation. Interestingly, most of the M&A that we've seen has actually been for what I'd characterize as the best companies in sponsors portfolios, and multiples on those M&A transactions are actually holding up to be reasonably high, at least in my estimation based on a reset that I think we all expected would occur with materially higher rates. We'd expected lower valuations on new transactions. But the ones that we're seeing get done are actually with some of the best companies that we know that are out there, and they're getting done at reasonable multiples. And obviously, there are deals that we view as attractive that we want to participate in.

I'll just add, this is Kort, one more thing that I think we mentioned in the prepared remarks as well is that we've seen a real pickup in M&A across all different-sized companies. And obviously, we're benefiting from some large transactions for the last 18 or 24 months during the dislocation period, but we've really seen activity now across the middle market, the smaller end of the middle market as well as all the large deals as well. And we always talk about our broad origination, but I think it's showing up now as we see the environment really start to rebound across all these different asset classes.

And we have our next question from Finian O'Shea with Wells Fargo Securities.

So I think Kort mentioned -- Kort's comments at the end, I think, new investments, which were up are in the $60 million range. Can you add some color to that? Like how big of a drop is that from what you've been doing in recent years? Is that a function of less attractive terms in the large market? And is that also something going into the core middle market? Is that something that your large cap peers are doing as well?

Yes. Thanks, Fin. Great question. More along the same lines of what I was just talking about, which is just sort of the rebound across all these different-sized companies. And I don't think it's anything out of the ordinary for us to be originating from the middle market and the smaller end of the market. There's lots of great companies of all different sizes and stripes. And it's highly strategic for us to get invested in companies when they're small so that we can gain incumbency and then grow with them and support their business plans. So I don't think it's anything unusual. I think it's just a change from this environment we've been operating in for the last 18 or 24 months. As to the last part of your question, I think we see a different set of competitors in the more medium- and smaller-sized companies than we see in the large-sized companies. There aren't many competitors, if any, that compete across all different size ranges. And I think that is one of our core differentiating advantages. So it's a different set of competitors in those markets, and they all -- those markets come with different competitive dynamics as well. So we were fortunate to be able to pivot up and down based on what the market is giving us and where we see attractive risk-adjusted return.

Okay. And a small follow-up on the post-quarter commitment yields, down a touch to 10.6%. Is that more of a function of sample size? Or is that sort of where we are now on new deployments?

I think there's been modest spread compression. The reality is that didn't surprise us much, right? Spreads were wide. They've tightened a little bit, I think, in response to what people see as better-than-expected economic performance and lower-than-median average defaults, right? So in what's, I think, viewed as a pretty strong recovery here in the U.S., yes, spreads will come in. What's great, though, is that the all-in total return in the asset class is still, in our opinion, pretty extraordinary with base rates as high as they are.

And we have our next question from Paul Johnson with KBW.

Just generally, just with what took place with Pluralsight, I was wondering if does that raise any issues or questions just in general around kind of sponsor concentration within your network and just kind of in general within investments funded and the portfolio kind of currently or going forward in terms of doing sort of large group deals, kind of club participation like investments, and you've been working with potentially other specific kind of direct lenders?

If I heard the question correctly, and you can let me know if I didn't, but we don't have a lot of concentration in our portfolio either with sponsors or sponsored versus non-sponsored, obviously, with 500-plus investments. So when we really drill through and look at who are the biggest sponsors in the portfolio, they're obviously sponsors that we do a tremendous amount of business with that we have a lot of confidence in. Vista is one of them. Pluralsight didn't work out so well for them, unfortunately. But as I mentioned earlier, this won't be the first situation where we have to step in and own a company with either the management team as a sole lender with a group of other lenders. So I think, again, as I said, a lot of the facts reported were really incorrect. It's an unfortunate situation. But like the other ones, we'll go in and fix it and move on.

Last question for me, just on the higher tax expense in the quarter. It looked like, if I have the numbers correct, approximately $9 million or so was from the excise tax and $32 million or so from income-related tax. Should we look at that portion of it, that $32 million or so, is kind of basically nonrecurring, onetime in nature?

Yes, about $30 million of that was related to the Heelstone exit. So kind of a onetime tax because we held the investment in a blocker corporation. So we unfortunately had to pay corporate level taxes for that, but still net -- we're net ahead on the overall -- on a net basis of $115 million gain.

And we have our next question from Kenneth Lee with RBC Capital Markets.

In terms of the quarter's originations, what's sort of like the mix between incumbents versus new borrowers that you saw?

We're looking around, I think we're saying it's about 2/3.

Yes, I think it's around 60% incumbent borrowers, 40% new borrowers. So a little higher on the new borrower mix than it was again during the dislocation period as the M&A environment picks up.

Got you. Very helpful there. And then in terms of junior debt opportunities, what's sort of like the latest outlook there in the current environment?

I'm sorry, we missed that. In terms of senior debt opportunities?

Junior debt opportunities.

Okay. Thanks. It's just a little hard to hear there. I would say they're probably fewer and far between these days in healthy performing kind of new buyouts and then refinancings. The unitranche has really kind of taken over in driving most of the new deal flow. So a little bit less relevant to places that we're actually seeing junior capital be the most impactful is where companies are finding themselves with, I think, good performance, but maybe lower interest coverage, right? And they need some relief from the higher base rate. We're actually seeing some interesting opportunities where you can bring in deleveraging capital, probably can't pay cash interest, to be honest, because that's the constraint, but then can make a situation with lenders improve, extend duration for the equity, and we think we can achieve some pretty interesting returns on that junior capital, but it's very light is the general answer to your question.

Yes. I would just add, the one place we are seeing second-lien opportunities is in very large cap borrowers where we're actually seeing an interesting dynamic where crossover high-yield buyers are stepping in and pricing those second-lien securities pretty darn tight from a spread perspective, even almost right on top of unitranche spreads. So we're being just highly selective. We are seeing those opportunities, but we're just being extremely selective around where we're playing those.

And we have our next question from Robert Dodd with Raymond James.

On Pluralsight, well, not only profit, but what proportion of your portfolio -- I mean you gave us there 3%. But can you give us any color on what -- how common is the type of structure you saw in Pluralsight in terms of the covenant package, et cetera, et cetera? How common is that within the portfolio more broadly? And is it an artifact confined currently to any one originations? Or is that structure still prevalent today? Obviously, Pluralsight itself is only 20 basis points of your portfolio at fair value, and that doesn't matter that much anymore. The question is, is it elsewhere in the portfolio as well?

Yes, I think that's actually the important question, so I'll just say it explicitly, which is we spend, I think, a tremendous amount of time just because of the experience we have in the market thinking about, frankly, documentations. And the way that we come into transactions, as most of you on the phone know, we like to lead our own deals, we like to write documents, we like to structure covenants, et cetera, because we've been doing this a long time, and we think that we actually allow for things to give us better downside protection and can mitigate risk. So I'd actually say, Robert, we don't view sort of liability management transactions, which are obviously increasing in the broadly syndicated world as something that's really present in our portfolio. We don't view them as generally a risk to our middle-market borrowers. And I'd actually tell you, and I think Kort will probably agree, over the last 12 to 18 months, we probably passed on deals more often on the document than any other reason for passing on a deal. There's a lot of debate about what the covenants look like. Do you need covenants? Do you not need covenants? We can all have those debates. Can you make loans to companies where you have no liquidity where companies can actually strip assets and move them into unrestricted subsidiaries that aren't part of your collateral package with no ability to exit? I would argue no. So we try very, very hard to not put ourselves in that situation. I don't, again, think that what was reported on Pluralsight was accurate. But I know for certain that it's not indicative of other things in the portfolio or what was reported inaccurately is not indicative of what else is in the portfolio. So I don't view that as a huge risk.

And back to Fin's earlier question around origination across all different size ranges, because we are able to do that, it gives us the luxury of saying, no, to Kipp's point, when we need to say no because of a documentation issue in a larger cap deal. And I think as -- again, back to Pluralsight, a lot of what was reported was inaccurate, and the document protection has actually worked pretty darn well in that transaction as well.

Got it. And just following up on that kind of the size issue, not related to the Pluralsight. Are you -- the size and the quality, I mean, you said a lot of the deals that are getting done right now are the really high-quality companies. Well, that does mean there's still a lot left that may be lower-quality companies that need to be refi-ed at some point over the next couple of years. I mean, what's your approach going to be to, sort of by credit quality, to the market if all the good ones have been done and you're left with B-grade or C-grade companies out in the market transacting? Do you think you're going to be sitting on the sidelines for some prolonged period of time next year? Or any thoughts on that front?

I mean I can jump in on that. I think the ingredients are in place for a pretty broad pickup in volume, and that would get us back to a more normalized environment where there's going to be, sure, some worse quality credits, but still some good quality credits. And I think you'll just see, like we always do, we'll just be very selective and choosing the best-quality companies. Obviously, if there's only weaker companies, then we will be less active, but I'm not sure that that's how we foresee the transaction environment being. I think there's going to be a nice healthy mix going forward.

Yes, that's right. I think our incumbency advantage as well will help us, right? I mean having this many companies, look, the reality is, Robert, we're in a situation where -- and people's numbers are a little bit different. I'll give you just rough numbers that we think are reasonably accurate. There's about $3 trillion of unrealized NAV in private equity that's in the ground unreturned to LP capital versus about $1 trillion of private equity dry powder to do new transactions. So until you unlock that unrealized NAV through selling, it's difficult to actually create new capital for transactions. So what I would think would happen is the $3 trillion will start looking for an exit, and it's all going to be about at what price. My guess is that unrealized NAV gets sold at lower multiples with lower leverage levels that can obviously support a capital structure, taking into account a 5% base rate because that capital can't stay locked in the ground forever.

And our next question comes from Mitchel Penn with Oppenheimer.

It's just a couple of quick questions. On the perpetual preferreds in the portfolio, how do they ultimately get collected?

Typically, most of our tickets is collected upon exit or repayment, i.e., company gets sold or gets refinanced. It doesn't matter if it's perpetual or not.

Do you have like a 10-year option to cause a conversion? Or typically, you don't get that?

Sometimes yes and sometimes no.

Got it. And in terms of synthetic pick, do you guys do the synthetic picks?

Somebody mentioned this to me yesterday, I actually don't know what that is. I don't know what that means. But if you want to describe it to me, I don't think so because I don't know what that means.

So essentially, you issue a line to your borrower and they access the line to pay interest each interest period. So they're essentially drawing the line down to pay the interest each quarter.

Yes, I don't think we really do that expressly. I mean the way that I'd think about that is companies typically have undrawn credit facilities. And obviously, they can use us to make interest payments and do a lot of other things from drawing that capital. But that sounds a bit sort of like an interest reserve, I guess. We've done that in a couple of transactions over 20 years where you set a company up with effectively a cash balance or an interest reserve to get them through a period of time, whether it's a turnaround or a company that's not generating cash flow out of the gate, but it's very rare.

I think it's probably more common in some of the recurring revenue loans, the ARR loans. And as we already talked about, that's a very small percentage of our portfolio. And even within that percentage in our portfolio, I think very limited amount, if any, of the type of transactions you're talking about.

Got it. And last question, the unrealized loss, was that driven by Pluralsight this quarter?

Yes, and partially. I mean, obviously, it has a handful of different components, but yes, Pluralsight, for sure, is in there.

[Operator Instructions] And our next question comes from Casey Alexander with Compass Point.

My first question is, we saw the weighted average yield on interest-earning investments decline about 20 basis points. The yield on the overall portfolio was stable, I think, because you were able to -- because 12% of your exits were noninterest-earning assets that was able to balance it out. But looking at sort of your new issue yields, should we be thinking about some continuing yield compression over the next few quarters? Does that make sense?

I'd turn it to Kort. But I mean I think, generally, we've seen spreads come in, as I mentioned earlier in one of the responses, a little bit, but I think Kort and I were talking about it yesterday. You can chime in. We kind of feel like they've plateaued again, and we don't see a lot of compression in the last 60, 90 days.

Yes. And so there obviously might be a little bit of a lag effect of what we're seeing currently and then what shows up in the quarterly results as we report them. But anecdotally, I think seeing hopefully a little bit of stabilization more recently, maybe it goes without saying, but obviously, there's lots of benefits of spread compression as well in terms of increased M&A activity, higher capital structuring fees. As you saw this quarter, that jumped meaningfully. So there's offsets that we're able to take advantage of when we see that, and it's not really anything that we're particularly concerned about. As Kipp already talked about, higher overall yields and lower leverage levels, relative to historical averages, set us up really well to be investing in today's environment.

All right. Great. My follow-up is, a couple of quarters, Kipp maybe expressed a little bit of frustration that the stock valuation wasn't a little bit better. Now that the environment is picking up, it seems like you sold a lot of shares, 21 million shares in the quarter. Sort of relative to the activity, the leverage ratio came up a little bit, but there's so much room to bring the leverage ratio up more. How do you -- is this -- are the stock sales indicative of also what you think your origination environment might be in this next quarter? Or how should we think about your balancing the stock sales relative to the origination and deal calendar?

Yes. I mean I think the simple answer to your question is yes, right? So it got much busier. We felt despite -- as one of my partners have said to me, every CEO thinks that their company stock price is too low. So throw me into the mix. But despite that, look, we're still issuing, through the ATM program, very cost effectively accretively to the company and, to your question, specifically supporting what we think is strong backlog and pipeline that we're excited about.

[Operator Instructions] And our next question comes from Doug Harter with UBS. And Doug, if you could make sure your mic is off of mute when you post your questions. [Operator Instructions] And this does conclude our question-and-answer session. I'd like to now turn the conference back over to Mr. Kipp deVeer for any closing remarks.

No, thanks. I guess they let us off the hook early. I appreciate everyone's support in joining the call. I hope you enjoy the rest of the summer, and we will catch you between the end of this quarter here and into the next. Thanks again.

Ladies and gentlemen, this concludes our conference call for today. If you missed any part of today's call, an archived replay of the call will be available approximately 1 hour after the end of the call through August 30 at 5:00 p.m. Eastern Time to domestic callers by dialing 1-800-839-2398 and to international callers by dialing 1-402-220-7208. An archived replay will also be available on a webcast link located on the home page of the Investor Resources section of Ares Capital's website. Thank you, and have a great day.