sc13g.htm

0001341004-11-001637.txt : 20110818 0001341004-11-001637.hdr.sgml : 20110818 20110818143513 ACCESSION NUMBER: 0001341004-11-001637 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20110818 DATE AS OF CHANGE: 20110818 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN CAPITAL, LTD CENTRAL INDEX KEY: 0000817473 IRS NUMBER: 521451377 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-52179 FILM NUMBER: 111044614 BUSINESS ADDRESS: STREET 1: 2 BETHESDA METRO CENTER STREET 2: 14TH FL, ATT TREASURY, CASH AND BANKING CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019516122 MAIL ADDRESS: STREET 1: 2 BETHESDA METRO CENTER STREET 2: 14TH FL, ATT TREASURY, CASH AND BANKING CITY: BETHESDA STATE: MD ZIP: 20814 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN CAPITAL STRATEGIES LTD DATE OF NAME CHANGE: 19970623 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fortress Investment Group LLC CENTRAL INDEX KEY: 0001380393 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: Fortress Investment Group Holdings LLC DATE OF NAME CHANGE: 20061107 SC 13G 1 sc13g.htm SCHEDULE 13G sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. __)*

American Capital, Ltd.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

02503Y103

(CUSIP Number)

August 8, 2011

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this schedule is filed:

¨	Rule 13d-1(b)
þ	Rule 13d-1(c)
¨	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.:	02503Y103
1	NAME OF REPORTING PERSON FIG LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 20,012,564*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 20,012,564*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,012,564*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.66%*
12	TYPE OF REPORTING PERSON IA

* See Exhibit 1 hereto for a full description of the relevant subsidiaries which hold shares of Common Stock directly and indirectly.

CUSIP No.:	02503Y103
1	NAME OF REPORTING PERSON Fortress Operating Entity I LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 20,012,564*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 20,012,564*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,012,564*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.66%*
12	TYPE OF REPORTING PERSON PN

* See Exhibit 1 hereto for a full description of the relevant subsidiaries which hold shares of Common Stock directly and indirectly.

CUSIP No.:	02503Y103
1	NAME OF REPORTING PERSON FIG Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 20,012,564*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 20,012,564*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,012,564*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.66%*
12	TYPE OF REPORTING PERSON CO

* See Exhibit 1 hereto for a full description of the relevant subsidiaries which hold shares of Common Stock directly and indirectly.

CUSIP No.:	02503Y103
1	NAME OF REPORTING PERSON Fortress Investment Group LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) [ ] (b) [ ]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 0
	6	SHARED VOTING POWER 20,012,564*
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 20,012,564*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,012,564*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.66%*
12	TYPE OF REPORTING PERSON OO

* See Exhibit 1 hereto for a full description of the relevant subsidiaries which hold shares of Common Stock directly and indirectly.

Item 1.
	(a)	Name of Issuer:
		The name of the issuer is American Capital, Ltd. (the “Issuer”).
	(b)	Address of Issuer’s Principal Executive Offices:
		The Issuer’s principal executive offices are located at 2 Bethesda Metro Center,
		14th Floor, Bethesda, MD 20814.

Item 2.
	(a)	Name of Person Filing:
		This statement is filed by:
		(i)	FIG LLC, a Delaware limited liability company;
		(ii)	Fortress Operating Entity I LP, a Delaware limited partnership;
		(iii)	FIG Corp., a Delaware corporation
		(iv)	Fortress Investment Group LLC, a Delaware limited liability company.
		The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” See Exhibit 1 hereto for a full description of the relevant subsidiaries which hold shares of Common Stock directly and indirectly. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

	(b)	Address of Principal Business Office:
		The address of the principal business office of each of the Reporting Persons is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105, Attention: Michael Cohn.
	(c)	Citizenship:
		Each of FIG LLC and Fortress Investment Group LLC is a limited liability company organized under the laws of the State of Delaware. Each of Fortress Operating Entity I LP is a limited partnership organized under the laws of the State of Delaware. FIG Corp. is a corporation organized under the laws of the State of Delaware.
	(d)	Title of Class of Securities:
		Common Stock, par value $0.01 per share (the “Common Stock”)
	(e)	CUSIP Number:
		02503Y103

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
	(g)	o	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4.	Ownership.
	The percentages used in Item 1 above and this Item 4 are calculated based on 353,824,055 shares of Common Stock outstanding as of July 29, 2011 as reported in the Issuer’s Form 10-Q filed on August 3, 2011.

A.	FIG LLC
	(a)	Amount beneficially owned: 20,012,564
	(b)	Percent of class: 5.66%
	(c)	(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or direct the vote: 20,012,564
		(iii)	Sole power to dispose or direct the disposition: 0
		(iv)	Shared power to dispose or direct the disposition: 20,012,564
B.	Fortress Operating Entity I LP
	(a)	Amount beneficially owned: 20,012,564
	(b)	Percent of class: 5.66%
	(c)	(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or direct the vote: 20,012,564
		(iii)	Sole power to dispose or direct the disposition: 0
		(iv)	Shared power to dispose or direct the disposition: 20,012,564

C.	FIG Corp.
	(a)	Amount beneficially owned: 20,012,564
	(b)	Percent of class: 5.66%
	(c)	(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or direct the vote: 20,012,564
		(iii)	Sole power to dispose or direct the disposition: 0
		(iv)	Shared power to dispose or direct the disposition: 20,012,564

D.	Fortress Investment Group LLC
	(a)	Amount beneficially owned: 20,012,564
	(b)	Percent of class: 5.66%
	(c)	(i)	Sole power to vote or direct the vote: 0
		(ii)	Shared power to vote or direct the vote: 20,012,564
		(iii)	Sole power to dispose or direct the disposition: 0
		(iv)	Shared power to dispose or direct the disposition: 20,012,564

Item 5.	Ownership of Five Percent or Less of a Class.
	Not applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
	See Exhibit 1 hereto for a full description of the relevant subsidiaries which hold shares of Common Stock directly and indirectly.

Item 8.	Identification and Classification of Members of the Group.
	Not applicable.

Item 9.	Notice of Dissolution of a Group.
	Not applicable.

Item 10.	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 18, 2011

	FIG LLC


	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 18, 2011

	FORTRESS OPERATING ENTITY I LP

	By its General Partner FIG Corp.


	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 18, 2011

	FIG CORP.


	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 18, 2011

	FORTRESS INVESTMENT GROUP LLC


	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel

EXHIBIT INDEX

Exhibit No.		Exhibit
1		Identification of Relevant Subsidiaries
2		Joint Filing Agreement, dated August 18, 2011, by and among FIG LLC, Fortress Operating Entity I LP, FIG Corp. and Fortress Investment Group LLC.

EX-99.1 2 exh1.htm EXHIBIT 1 exh1.htm

Exhibit 1

IDENTIFICATION OF RELEVANT SUBSIDIARIES

FCOF UB Securities LLC ("FCOF") directly holds 6,065,343 shares of Common Stock. Fortress Credit Opportunities Fund (A) LP ("FCOF A") holds a 29.42% interest in FCOF. FCOF UB Holdings Ltd. ("FCOF UB") holds a 70.58% interest in FCOF. FCOF BC Holdings LLC ("FCOF BC") is the 100% owner of FCOF UB. Fortress Credit Opportunities Fund (B) LP ("FCOF B") holds a 54.56% interest in FCOF BC. Fortress Credit Opportunities Fund (C) L.P. ("FCOF C") holds a 45.44% interest in FCOF BC. FCO Fund GP LLC ("FCO GP") is the general partner of each of FCOF A, FCOF B and FCOF C. Fortress Credit Opportunities Advisors LLC ("FCO Advisors") is the investment advisor for each of FCOF A, FCOF B and FCOF C.

FCOF UB Investments LLC (“FCOF Investments”) directly holds 1,100,971 shares of Common Stock. FCOF A holds a 29.42% interest in FCOF Investments. FCOF B holds a 38.51% interest in FCOF Investments. FCOF C holds a 32.07% interest in FCOF Investments.

FCOF II UB Securities LLC ("FCOF II") directly holds 2,741,809 shares of Common Stock. Fortress Credit Opportunities Fund II (A) LP ("FCOF II A") holds a 35.76% interest in FCOF II. FCOF II UB Holdings Ltd. (“FCOF II Holdings”) holds a 62.42% interest in FCOF II. Fortress Credit Opportunities Fund II (E) LP ("FCOF II E") holds a 1.82% interest in FCOF II. FCOF II BCD Holdings LLC (“FCOF BCD II”) is the 100% owner of FCOF II Holdings. Fortress Credit Opportunities Fund II (B) LP ("FCOF II B") holds a 39.18% interest in FCOF BCD II. Fortress Credit Opportunities Fund II (C) L.P. ("FCOF II C") holds a 54.98% interest in FCOF BCD II. Fortress Credit Opportunities Fund II (D) L.P. ("FCOF II D") hold a 5.84% interest in FCOF BCD II. FCO Fund II GP LLC ("FCO II GP") is the general partner of each of FCOF II A, FCOF II B, FCOF II C, FCOF II D and FCOF II E. FCO Advisors is the investment advisor for each of FCOF II A, FCOF II B, FCOF II C, FCOF II D and FCOF II E.

FCOF II UB Investments LLC (“FCOF Investments II”) directly holds 671,480 shares of Common Stock. FCOF II A holds a 35.76% interest in FCOF Investments II. FCOF II B holds a 24.46% interest in FCOF Investments II. FCOF II C holds a 34.32% interest in FCOF Investments II. FCOF II D holds a 3.65% interest in FCOF Investments II. FCOF II E holds a 1.82% interest in FCOF Investments II.

FCO MA LSS LP ("FCO MA LSS") directly holds 395,911 shares of Common Stock. FCO MA LSS GP LLC ("FCO MA LSS GP") is the general partner of FCO MA LSS. FCO MA LSS Advisors LLC ("FCO MA LSS Advisors") is the investment advisor for FCO MA LSS.

FCO MA II UB Securities LLC ("FCO MA II UB") directly holds 913,912 shares of Common Stock. FCO MA II LP ("FCO MA II") holds a 100% interest in FCO MA II UB. Fortress Credit Opportunities MA II Advisors LLC ("FCO MA II Advisors") is the investment advisor for FCO MA II. FCO MA II GP LLC ("FCO MA II GP") is the general partner of FCO MA II.

FCO MA MAPLE LEAF LP (“FCO MAPLE LEAF”) directly holds 400,588 shares of Common Stock. FCO MA MAPLE LEAF GP LLC (“FCO MAPLE LEAF GP”) is the general partner of FCO MAPLE LEAF. Fortress Credit Opportunities MA MAPLE LEAF Advisors LLC (“FCO MAPLE LEAF Advisors”) is the investment advisor for FCO MAPLE LEAF.

Fortress Global Opportunities (Yen) Fund L.P. (“FGO Yen”) directly holds 146,218 shares of Common Stock. FGO (Yen) GP LLC (“FGO Yen GP”) is the general partner of FGO Yen. Fortress Global Opportunities (Yen) Advisors LLC (“FGO Yen Advisors”) is the investment advisor for FGO Yen.

FTS SIP L.P. ("FTS SIP") directly holds 2,225,269 shares of Common Stock. FCO MA GP LLC ("FCO MA GP") is the general partner of FTS SIP. Fortress Credit Opportunities MA Advisors LLC ("FCO MA Advisors") is the investment advisor for FTS SIP.

Worden Master Fund LP ("Worden Master") directly holds 436,802 shares of Common Stock. Fortress Special Opportunities I GP LLC ("FSO I GP") is the general partner of Worden Master. Fortress Special Opportunities

Advisors LLC ("FSO Advisors") is the investment advisor for Worden Master.

Worden Master Fund II LP ("Worden Master II") directly holds 30,570 shares of Common Stock. FSO I GP is the general partner of Worden Master II. FSO Advisors is the investment advisor for Worden Master II.

Drawbridge DSO Securities LLC ("DSO") directly holds 3,436,350 shares of Common Stock. Drawbridge Special Opportunities Fund LP ("DBSO Fund LP") holds a 100% interest in DSO. Drawbridge Special Opportunities GP LLC ("DBSO GP") is the general partner of DBSO Fund LP. Fortress Principal Investment Holdings IV LLC ("Principal Holdings") is the managing member of DBSO GP.

Drawbridge OSO Securities LLC ("OSO") directly holds 1,447,341 shares of Common Stock. Drawbridge Special Opportunities Fund Ltd. ("DBSO Fund Ltd") holds a 100% interest in OSO. Drawbridge Special Opportunities Intermediate Fund L.P. ("DBSO Intermediate") is the 100% owner of DBSO Fund Ltd. Drawbridge Special Opportunities Offshore GP LLC ("DBSO Offshore GP") is the general partner of DBSO Intermediate. Drawbridge Special Opportunities Advisors LLC ("DBSO Advisors") is the investment advisor for each of DBSO Fund LP and DBSO Fund Ltd.

Hybrid GP Holdings LLC ("Hybrid GP") holds a 100% interest in each of FCO GP, FCO II GP, FCO MA GP, FGO Yen GP, FCO MAPLE LEAF GP, FCO MA II GP and FCO MA LSS GP.

FIG LLC ("FIG") holds a 100% interest in FCO Advisors, FCO MA Advisors, FSO Advisors, FCO MA LSS Advisors, FGO Yen Advisors, FCO MAPLE LEAF Advisors, DBSO Advisors and FCO MA II Advisors.

Fortress Operating Entity I LP ("FOE I") is the sole managing member of each of FIG, FSO I GP, FCO MA GP, Principal Holdings and DBSO Offshore GP.

FIG Corp. is the general partner of FOE I. FIG Corp. is wholly-owned by Fortress Investment Group LLC.

EX-99.2 3 exh2.htm EXHIBIT 2 exh2.htm

Exhibit 2

JOINT FILING AGREEMENT

This JOINT FILING AGREEMENT, dated as of August 18, 2011, is entered into by and among FIG LLC, Fortress Operating Entity I LP, FIG Corp. and Fortress Investment Group LLC (collectively referred to herein as the “Parties” and each individually as a “Party”). Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that Schedule 13G is filed on behalf of each such Party and that all subsequent amendments to the Statement on Schedule 13G shall be filed on behalf of each of the Parties without the necessity of executing or filing additional joint filing agreements. The Parties hereby acknowledge that each Party shall be responsible for timely filing of such amendments, and for the completeness and accuracy of the information concerning such Party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other Party, except to the extent that such Party knows or has reason to believe that such information is inaccurate.

[Signature page follows]

IN WITNESS WHEREOF, the Parties hereto have executed this Joint Filing Agreement as of the day and year first above written.


	FIG LLC


	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel


	FORTRESS OPERATING ENTITY I LP


	By:	FIG CORP.
		its general partner


	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel


	FIG CORP.


	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel


	FORTRESS INVESTMENT GROUP LLC


	By:	/s/ David N. Brooks
		Name: David N. Brooks
		Title: Secretary, Vice-President and General Counsel