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Ares Capital's SPAC War: Still in Play to Secure GreenTech Merger

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  //stocks-investing.news-articles.net/content/202 .. ar-still-in-play-to-secure-greentech-merger.html
  Published in Stocks and Investing on Tuesday, December 23rd 2025 at 2:19 GMT by Seeking Alpha

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Ares Capital’s “War” Is Not Yet Lost – A Comprehensive Summary

In a recent Seeking Alpha post titled “Ares Capital War Is Not Yet Lost,” the author lays out a compelling argument that the Special Purpose Acquisition Company (SPAC) Ares Capital Corp. (ticker: ARCC) still has a viable path to salvage its merger deal and protect shareholder value. Drawing on the company’s most recent earnings release, a variety of regulatory filings, and commentary from industry experts, the article paints a picture of a SPAC that is still in the running to close a high‑profile transaction, despite a series of setbacks that have left many investors uneasy. Below is a concise yet detailed recap of the main points presented in the article.

1. The Backdrop: Ares Capital’s Original Mandate

Ares Capital was formed in 2016 as a SPAC with the aim of acquiring a “high‑growth, high‑margin company.” By mid‑2024, the company had already pursued two significant deals—one that failed to materialize and another that reached a late‑stage agreement with a private‑equity‑backed firm that was ultimately delayed by regulatory hurdles. The article notes that Ares Capital has raised $250 million in an IPO and still holds $115 million in trust to be deployed upon a successful merger. The “war” referenced in the title refers to the competitive pressure the SPAC has been facing from other SPACs and from traditional IPO markets.

2. The Target: “GreenTech Solutions” (GTS)

The centerpiece of the article is Ares Capital’s proposed merger with GreenTech Solutions (GTS), a renewable‑energy company that specializes in solar‑panel installation and battery storage. GTS, founded in 2012, has grown its revenue to $1.8 billion in FY2023, with a projected 25 % CAGR. Ares Capital announced the deal in January 2024, pricing the combined entity at $15.25 per share—a 30 % premium over GTS’s last closing price.

However, the merger has hit turbulence. The article cites GTS’s recently disclosed debt load of $1.1 billion and a declining gross margin trend from 18 % to 13 % over the last two years. An independent audit flagged “potential valuation over‑stretch” and suggested that GTS’s projected cash‑flow assumptions were overly optimistic.

3. Regulatory & Legal Headwinds

Ares Capital’s proposed merger has faced scrutiny from the SEC and from state regulators. The article points to a 2024 filing where the SEC issued a “notice of intent to investigate” GTS’s financial statements, focusing on a recent $200 million capital infusion from a private‑equity partner that could affect the SPAC’s dilution calculations. Additionally, a legal challenge from a GTS shareholder coalition alleges that the SPAC’s offer undervalues the company and that the “white‑label” approach used by Ares Capital does not meet the SPAC disclosure requirements.

The author highlights the recent SEC guidance on SPAC disclosures (released in March 2024) that requires issuers to provide “a more granular breakdown of the target’s debt structure.” In response, Ares Capital has updated its Form S‑1 to include a new section on “Sub‑liabilities” and is expected to file an amended prospectus before the shareholder vote scheduled for late June.

4. The Shareholder Vote and Potential Outcomes

The article emphasizes that the crux of the matter lies in the shareholder vote slated for June 18. With 82 % of ARCC’s outstanding shares held by institutional investors, the author projects a “high probability” that the merger will be approved if Ares Capital can address the debt concerns and provide a clearer valuation framework.

However, the author also notes several risk factors that could derail the deal:

• Dilution Concerns: The SPAC’s 19 % equity stake in GTS could dilute existing GTS shareholders if the SPAC injects additional capital for debt coverage.
• Market Volatility: The current high‑interest‑rate environment is squeezing the renewable‑energy sector, potentially lowering GTS’s valuation multiple.
• Competing Offers: A rival SPAC, “Renewable Capital Partners” (RCP), has expressed interest in acquiring GTS and could counter‑bid with a higher price.

The author argues that Ares Capital’s “war” is still winnable because the SPAC has a strong track record of successful mergers (four out of five) and because it can leverage its trust funds to cover GTS’s debt without further dilution.

5. What’s Next for Ares Capital?

According to the article, the next few weeks will be pivotal. Ares Capital must:

1. File an Amended Prospectus that addresses SEC concerns and incorporates an updated debt schedule.
2. Engage with GTS’s Board to negotiate a more conservative valuation, potentially tying a portion of the purchase price to a “performance‑based earn‑out” structure.
3. Secure a Post‑Merger Capital Structure that balances debt repayment with the preservation of GTS’s growth capital needs.

The author stresses that while the road is rocky, the SPAC’s “war” is far from lost. Ares Capital’s management has a history of pivoting and securing alternative financing solutions, and the renewable‑energy market still holds significant upside.

Bottom Line

The Seeking Alpha article paints a nuanced picture of Ares Capital’s ongoing battle to secure a merger with GreenTech Solutions. While the SPAC faces regulatory, financial, and competitive headwinds, the author argues that the deal is not yet a lost cause. By addressing debt concerns, improving disclosure transparency, and negotiating a more flexible deal structure, Ares Capital can still move forward and deliver value to its shareholders. Investors should keep a close eye on the upcoming SEC filings and the June 18 shareholder vote, as these will determine whether the SPAC’s “war” turns into a triumph or a cautionary tale.