Ares Core Infrastructure Fund

01/21/2026 | Press release | Distributed by Public on 01/21/2026 15:53

Private Placement (Form 8-K)

Item 3.02 Unregistered Sale of Equity Securities
In its monthly closing for January 2026, Ares Core Infrastructure Fund (the "Fund") sold common shares of beneficial interest ("Common Shares") for an aggregate purchase price of $285.4 million. The number of Common Shares to be issued was finalized on January 21, 2026. The purchase price per Common Share of each class equaled the Fund's net asset value ("NAV") per Common Share as of December 31, 2025. 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 9,860,864 $247.0
Class S 1,534,936 $38.4
Total 11,395,800 $285.4
(1)Number of shares finalized on January 21, 2026.
Item 8.01 Other Events.
Net Asset Value
The NAV per Common Share of the Fund as of December 31, 2025, 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:
NAV as of December 31, 2025
Common Shares $ 25.0447
As of December 31, 2025, the Fund's aggregate NAV was approximately $2,094.6 million and the fair value of the Fund's portfolio investments was approximately $3,049.3 million.
January 2026 Distribution
As previously disclosed on November 7, 2025, the Fund announced the declaration of regular monthly gross distributions for January 2026, for its Class I Common Shares ("Class I Shares"), Class D Common Shares ("Class D Shares") and Class S Common Shares ("Class S 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 $ 0.00532 $ 0.20298
Class S $ 0.20830 $ 0.01808 $ 0.19022
The distributions for each class of Common Shares are payable to shareholders of record as of the open of business on January 30, 2026 and will be paid on or about February 23, 2026. The January 2026 distributions will be paid in cash or reinvested in the Common Shares for shareholders participating in the Fund's distribution reinvestment plan.
February and March 2026 Distributions
As previously disclosed on November 7, 2025, the Fund announced the declaration of regular monthly gross distributions for February and March 2026, in each case for its Class I Shares, Class D Shares, Class N Common Shares ("Class N Shares") and Class S 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
February 27, 2026 March 25, 2026 $ 0.20830 $ 0.20830 $ 0.20830 $ 0.20830
March 31, 2026 April 23, 2026 $ 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.
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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 Shares, Class N Shares and Class S 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 Shares have no shareholder servicing and/or distribution fees. As of the date hereof, there are no Class N Shares outstanding.
Portfolio and Business Commentary
As of December 31, 2025, the Fund had seven equity investments with total fair value of approximately $2,522.5 million. As of December 31, 2025, based on fair value, the Fund's portfolio investments consisted of the following:
As of December 31, 2025
Portfolio Investments
Common equity(1)
71.11 %
Other equity(2)
11.62 %
First lien senior secured loans 14.25 %
Senior subordinated loans 3.02 %
Total 100.00 %
(1)Represents investments in (i) four portfolio companies, collectively operating an underlying approximately 2.7 gigawatt portfolio that consists of 16 projects across the Pennsylvania-New Jersey-Maryland Interconnection (PJM), Midcontinent Independent System Operator (MISO), Electric Reliability Council of Texas (ERCOT), Western Electricity Coordinating Council, and Southwest Power Pool (SPP) regions, of which 76% is solar, 18% is wind, and 6% is co-located battery storage capacity, and (ii) two entities holding, directly or indirectly, an approximately 40% stake in the Central Penn Line, a fully contracted 178-mile natural gas pipeline transporting gas from Northeast to Southeastern Pennsylvania via the Transco system, with a total capacity of 3,380 MMcf/d (approximately 1,332 MMcf/d net to Meade) under long-term triple net leases through 2042.
(2)Represents investment in one portfolio company operating an underlying 2.6 gigawatt portfolio that consists of 15 projects in operation across Electric Reliability Council of Texas, Midcontinent Independent System Operator, PJM and Southwest Power Pool, of which 53% is solar, 25% is wind and 22% is co-located battery storage capacity.
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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 91,602,363 $2,285.6
Class D 26,114 $0.7
Class N - -
Class S 3,321,128 $83.0
Total 94,949,605 $2,369.3
(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 Shares, Class N Shares, or Class S Shares are purchased through certain selling agents, such selling agents may directly charge shareholders transaction or other fees, including brokerage commissions, in such amount as they may determine, provided that selling agents limit such charges to a 2.0% cap on NAV for Class D Shares, 2.0% cap on NAV for Class N Shares, and 3.5% cap on NAV for Class S Shares. No Upfront Sales Loads may be charged on Class I Shares.
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Ares Core Infrastructure Fund published this content on January 21, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on January 21, 2026 at 21:53 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]