ACAS American Capital, Ltd.

 

 

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 19, 2010

 

 

American Capital, Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE		814-00149		52-1451377
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2 Bethesda Metro Center, 14th Floor Bethesda, MD 20814

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code: (301) 951-6122

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act

 

¨	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On April 19, 2010, American Capital, Ltd. (the “Company”) entered into subscription agreements with various institutional investors to sell an aggregate 58.3 million shares of American Capital’s common stock at $5.06 per share (the “Offering”), including a subscription agreement with Paulson & Co. Inc. on behalf of funds and accounts managed by it, for a total of 43.725 million shares. The Offering is expected to close on Thursday, April 22, 2010, subject to the satisfaction of customary closing conditions.

The Company also issued a press release announcing the Offering on April 19, 2010. A copy of the press release and a copy of the form of subscription agreements are included as exhibits to this Current Report on Form 8-K.

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit Number		Exhibit
10.1		Form of Subscription Agreement, dated April 19, 2010.
99.1		Press Release, dated as of April 19, 2010.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

								AMERICAN CAPITAL, LTD.
Dated: April 22, 2010						By:		/s/    S AMUEL A. F LAX
								Samuel A. Flax Executive Vice President, General Counsel, Chief Compliance Officer and Secretary