No Offer or Solicitation
The information in this communication is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection
with the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act
of 1933, as amended.
Important Information and Where to Find It
In connection with the proposed transaction, Ares Capital has filed with the Securities and Exchange Commission (“SEC”) a registration statement
on Form N-14 (the “Registration Statement”) that includes a joint proxy statement of Ares Capital and American Capital (the “Joint Proxy
Statement”) and that constitutes a prospectus of Ares Capital. The Joint Proxy Statement and Registration Statement, as applicable, are first being
mailed or otherwise delivered to stockholders on or about October 18, 2016. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT AND THE REGISTRATION STATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT AMERICAN CAPITAL, ARES CAPITAL, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Investors and security holders will be able to obtain the Joint Proxy Statement, the Registration Statement
and other documents filed with the SEC by American Capital and Ares Capital, free of charge, from the SEC’s web site at www.sec.gov and from
either American Capital’s or Ares Capital’s web sites at www.americancapital.com or at www.arescapitalcorp.com. Investors and security holders
may also obtain free copies of the Joint Proxy Statement, the Registration Statement and other documents filed with the SEC from American
Capital by contacting American Capital’s Investor Relations Department at 1-301-951-5917 or from Ares Capital by contacting Ares Capital’s
Investor Relations Department at 1-888-818-5298.
Participants in the Solicitation
American Capital, Ares Capital and their respective directors, executive officers, other members of their management and employees may be
deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding the persons who may,
under the rules of the SEC, be considered participants in the solicitation of the Ares Capital and American Capital stockholders in connection with
the proposed transaction is set forth in the Joint Proxy Statement and Registration Statement filed with the SEC. More detailed information
regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Joint
Proxy Statement and the Registration Statement when such documents become available. These documents may be obtained free of charge from
the sources indicated above.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains “forward-looking” statements as that term is defined in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995, including statements
regarding the proposed transaction between American Capital and Ares Capital pursuant to a merger between American Capital and Ares Capital.
All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed transaction; the ability
of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction
such as improved operations, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and
position of the combined company following completion of the proposed transaction; and any assumptions underlying any of the foregoing, are
forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical
facts and are sometimes identified by the words “may,” “will,” “should,” “potential,” “intend,” “expect,” “endeavor,” “seek,” “anticipate,”
“estimate,” “overestimate,” “underestimate,” “believe,” “could,” “project,” “predict,” “continue,” “target” or other similar words or expressions.
Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions.
Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a
representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially
from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the transaction may not be satisfied or
waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation
of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by
the stockholders of each of American Capital and Ares Capital may not be obtained; (2) the risk that the mergers or other transactions
contemplated by the ARCC/ACAS merger agreement may not be completed in the time frame expected by American Capital and Ares Capital, or at
all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the
combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction,
including as a result of delay in completing the proposed transaction or integrating the businesses of American Capital and Ares Capital; (6) the
ability of the combined company to implement its business strategy; (7) difficulties and delays in achieving synergies and cost savings of the
combined company; (8) inability to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the
ARCC/ACAS merger agreement; (10) the risk that stockholder litigation in connection with the proposed transaction may affect the timing or
occurrence of the contemplated merger or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax
regimes; (12) changes in laws or regulations or interpretations of current laws and regulations that would impact Ares Capital’s classification as a
business development company; (13) changes in general economic and/or industry specific conditions; and (14) other risk factors as detailed from
time to time in American Capital’s and Ares Capital’s reports filed with the SEC, including American Capital’s and Ares Capital’s respective annual
reports on Form 10-K for the year ended December 31, 2015, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and
other documents filed with the SEC.
Any forward-looking statements speak only as of the date of this communication. Neither American Capital nor Ares Capital undertakes any
obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except
as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
I agree to the terms and conditions.