10-K/A 1 acas10ka123112.htm FORM 10-K/A ACAS 10K/A 12.31.12


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K/A
(Amendment No.1 to Form 10-K)
(Mark One)
 
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2012
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number 814-00149
 
 
AMERICAN CAPITAL, LTD.
(Exact name of registrant as specified in its charter)
Delaware
 
52-1451377
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
2 Bethesda Metro Center
14th Floor
Bethesda, Maryland 20814
(Address of principal executive offices)
(301) 951-6122
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange
on which registered
Common Stock, $0.01 par value per share
 
The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
 
Securities registered pursuant to section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  o    No  x.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes  o    No  x.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  o    No  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Act.
Large accelerated filer  x
 
 
  
Accelerated filer  o
Non-accelerated filer  o
 
(Do not check if a smaller reporting company)
  
Smaller Reporting Company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No.  x

As of June 30, 2012, the aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant was approximately $3.1 billion based upon a closing price of the Registrant's common stock of $10.06 per share as reported on The NASDAQ Global Select Market on that date. (For this computation, the registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the registrant and certain other shareholders; such an exclusion shall not be deemed to constitute an admission that any such person is an “affiliate” of the registrant.)
 
As of March 15, 2013, there were 301,341,581 shares of the Registrant's common stock legally outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE. The Registrant's definitive proxy statement for the 2013 Annual Meeting of Stockholders is incorporated by reference into certain sections of Part III of the Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
 
Certain exhibits previously filed with the Securities and Exchange Commission are incorporated by reference into Part IV of this report.
_________________________________________________________________________________________________________________





EXPLANATORY NOTE

This Amendment No. 1 (the “Amendment”) to our Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2013 (the “Form 10-K”), is being filed to provide separate financial statements for certain of our unconsolidated portfolio companies, European Capital Limited and American Capital Asset Management, LLC, as new Exhibits 99.1 and 99.2, respectively, in Part IV, Item 15.

We have determined that for the periods presented in our consolidated financial statements in our Form 10-K, these unconsolidated portfolio companies have met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which we are required, pursuant to Rule 3-09 of Regulation S-X, to attach separate financial statements as exhibits to our Form 10-K.

In addition, this Amendment revises Part IV, Item 15 of the Form 10-K to include new Exhibits 31.1, 31.2 and 32, certifications of our Chief Executive Officer and Chief Financial Officer, and new Exhibits 23.2 and 23.3, consents of Ernst & Young LLP.

No other changes have been made to the Form 10-K other than that described above. This Amendment does not reflect subsequent events occurring after the original filing date of the Form 10-K or modify or update in any way disclosures made in the Form 10-K. Among other things, forward-looking statements made in the Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of the Form 10-K, and such forward-looking statements should be read in their historical context. Furthermore, this Amendment should be read in conjunction with the Form 10-K and with our filings with the SEC subsequent to the Form 10-K.







Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
 
(a)
Financial Statements, Financial Statement Schedules and Exhibits.
 
(1)
Financial Statements.
 
The following financial statements and related notes were filed as part of the Annual Report on Form 10-K filed with the SEC on March 1, 2013 (all financial statements listed below are those of the company and its consolidated subsidiaries):
 
Consolidated Balance Sheets as of December 31, 2012 and 2011.
 
Consolidated Statements of Operations for the Fiscal Years Ended December 31, 2012, 2011 and 2010.
 
Consolidated Statements of Changes in Net Assets for the Fiscal Years Ended December 31, 2012, 2011 and 2010.
 
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 31, 2012, 2011 and 2010.
 
Consolidated Financial Highlights for the Fiscal Years Ended December 31, 2012, 2011, 2010, 2009 and 2008.
    
Consolidated Schedule of Investments as of December 31, 2012 and 2011.

The following financial statements and related notes of European Capital Limited are included in this Amendment No. 1 on Form 10-K/A pursuant to Rule 3-09 of Regulation S-X:

Balance Sheets as of December 31, 2012 and 2011.

Statements of Operations for the Fiscal Years Ended December 31, 2012, 2011 and 2010.

Statements of Changes in Net Assets for the Fiscal Years Ended December 31, 2012, 2011 and 2010.

Statements of Cash Flows for the Fiscal Years Ended December 31, 2012, 2011 and 2010.

Financial Highlights for the Fiscal Years Ended December 31, 2012, 2011 and 2010.

Schedule of Investments as of December 31, 2012 and 2011.






The following financial statements and related notes of American Capital Asset Management, LLC are included in this Amendment No. 1 on Form 10-K/A pursuant to Rule 3-09 of Regulation S-X:

Balance Sheets as of December 31, 2012 and 2011.

Statements of Operations for the Fiscal Years Ended December 31, 2012, 2011 and 2010.

Statements of Comprehensive Income for the Fiscal Years Ended December 31, 2012, 2011 and 2010.

Statements of Cash Flows for the Fiscal Years Ended December 31, 2012, 2011 and 2010.

Statements of Changes in Member's Equity for the Fiscal Years Ended December 31, 2012, 2011 and 2010.
    
(2)
Financial Statement Schedules.
 
The following financial statement schedule was filed as part of the Annual Report on Form 10-K filed with the SEC on March 1, 2013:

Schedule 12-14 Investments in and Advances to Affiliates.

Financial statement schedules not filed with this Annual Report on Form 10-K/A other than those listed above have been omitted because the required information is contained in the financial statements and notes thereto, or because such schedules are not required or applicable.
    
(3)
Exhibits.

*3.1.
American Capital, Ltd. (f/k/a American Capital Strategies, Ltd.) Third Amended and Restated Certificate of Incorporation, as amended, incorporated herein by reference to Exhibit 3.1 to Form 10-Q for the quarter ended March 31, 2012 (File No. 814-00149), filed May 7, 2012.
 
 
*3.2.
American Capital, Ltd. (f/k/a American Capital Strategies, Ltd.) Second Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.2 to Form 10-Q for the quarter ended June 30, 2008 (File No. 814-00149), filed August 11, 2008.
 
 
*4.1.
Instruments defining the rights of holders of securities: See Article IV of our Third Amended and Restated Certificate of Incorporation, as amended, incorporated herein by reference to Exhibit 3.1 to Form 10-Q for the quarter ended March 31, 2012 (File No. 814-00149), filed May 7, 2012.
 
 
*4.2.
Instruments defining the rights of holders of securities: See Section I of our Second Amended and Restated Bylaws, as amended, incorporated herein by reference to Exhibit 3.2 to Form 10-Q for the quarter ended June 30, 2008 (File No. 814-00149), filed August 11, 2008.
 
 
*10.1.
Senior Secured Term Loan Credit Agreement, dated as of August 22, 2012, among American Capital, Ltd., as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities LLC, BMO Capital Markets Corp. and UBS Securities LLC, as Syndication Agents, Joint Bookrunners and Joint Lead Arrangers, and Citibank, N.A., Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA, as Managing Agents, incorporated herein by reference to Exhibit 2.k.1 of Form N-2 (File No. 333-183926), filed September 14, 2012.
 
 
*10.2.
Senior Secured Revolving Credit Agreement, dated as of August 22, 2012, among American Capital, Ltd., as Borrower, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Securities LLC, BMO Capital Markets Corp. and UBS Securities LLC, as Syndication Agents, Joint Bookrunners and Joint Lead Arrangers, and Bank of America, N.A., Citibank N.A., Credit Suisse Securities (USA) LLC and Goldman Sachs Bank USA, as Managing Agents, incorporated herein by reference to Exhibit 2.k.2 of Form N-2 (File No. 333-183926), filed September 14, 2012.
 
 
*10.3.
Collateral Agency and Intercreditor Agreement, dated as of August 22, 2012, among American Capital, Ltd. and JPMorgan Chase Bank, N.A., as Revolver Representative, Term Loan Representative and Collateral Agent, incorporated herein by reference to Exhibit 2.k.3 of Form N-2 (File No. 333-183926), filed September 14, 2012.
 
 
*10.4.
Guarantee and Security Agreement, dated as of August 22, 2012, made by American Capital, Ltd. in favor of JPMorgan Chase Bank, N.A, as Collateral Agent, incorporated herein by reference to Exhibit 2.k.4 of Form N-2 (File No. 333-183926), filed September 14, 2012.
 
 





†*10.5.
Amended and Restated Employment Agreement entered into and effective as of March 27, 2009 by and between Roland Cline and American Capital, Ltd. , incorporated herein by reference to Exhibit 10.6 to Form 10-Q for the quarter ended March 31, 2009 (File No. 814-00149), filed May 11, 2009.
 
 
†*10.6.
Amendment No.1 to Amended and Restated Employment Agreement between American Capital, Ltd. and Roland Cline effective as of December 10, 2009, incorporated herein by reference to Exhibit 2.k.12 of Form N-2 (File No. 333-183296), filed September 14, 2012.
 
 
†*10.7.
Amended and Restated Employment Agreement entered into and effective as of March 27, 2009 by and between John Erickson and American Capital, Ltd., incorporated herein by reference to Exhibit 10.7 to Form 10-Q for the quarter ended March 31, 2009 (File No. 814-00149), filed May 11, 2009.
 
 
†*10.8.
Amendment No.1 to Amended and Restated Employment Agreement between American Capital, Ltd. and John Erickson effective as of December 10, 2009, incorporated herein by reference to Exhibit 2.k.8 of Form N-2 (File No. 333-183296), filed September 14, 2012.
 
 
†*10.9.
Amended and Restated Employment Agreement entered into and effective as of March 27, 2009 by and between Samuel A. Flax and American Capital, Ltd., incorporated herein by reference to Exhibit 10.8 to Form 10-Q for the quarter ended March 31, 2009 (File No. 814-00149), filed May 11, 2009.
 
 
†*10.10.
Amendment No.1 to Amended and Restated Employment Agreement between American Capital, Ltd. and Samuel A. Flax effective as of December 10, 2009, incorporated herein by reference to Exhibit 2.k.18 of Form N-2 (File No. 333-183296), filed September 14, 2012.
 
 
†*10.11.
Amended and Restated Employment Agreement entered into and effective as of March 27, 2009 by and between Brian Graff and American Capital, Ltd., incorporated herein by reference to Exhibit 10.9 to Form 10-Q for the quarter ended March 31, 2009 (File No. 814-00149), filed May 11, 2009.
 
 
†*10.12.
Amendment No.1 to Amended and Restated Employment Agreement between American Capital, Ltd. and Brian Graff effective as of December 10, 2009, incorporated herein by reference to Exhibit 2.k.20 of Form N-2 (File No. 333-183296), filed September 14, 2012.
 
 
†*10.13.
Amended and Restated Employment Agreement entered into and effective as of March 27, 2009 by and between Gordon O'Brien and American Capital, Ltd., incorporated herein by reference to Exhibit 10.10 to Form 10-Q for the quarter ended March 31, 2009 (File No. 814-00149), filed May 11, 2009.
 
 
†*10.14.
Amendment No.1 to Amended and Restated Employment Agreement between American Capital, Ltd. and Gordon O'Brien effective as of December 10, 2009, incorporated herein by reference to Exhibit 2.k.14 of Form N-2 (File No. 333-183296), filed September 14, 2012.
 
 
†*10.15.
Amended and Restated Employment Agreement entered into and effective as of March 27, 2009 by and between Ira Wagner and American Capital, Ltd. thereto, incorporated herein by reference to Exhibit 10.11 to Form 10-Q for the quarter ended March 31, 2009 (File No. 814-00149), filed May 11, 2009.
 
 
†*10.16.
Amendment No.1 to Amended and Restated Employment Agreement between American Capital, Ltd. and Ira Wagner effective as of December 10, 2009, incorporated herein by reference to Exhibit 2.k.10 of Form N-2 (File No. 333-183296), filed September 14, 2012.
 
 
†*10.17.
Amended and Restated Employment Agreement entered into and effective as of March 27, 2009 by and between Malon Wilkus and American Capital, Ltd., incorporated herein by reference to Exhibit 10.12 to Form 10-Q for the quarter ended March 31, 2009 (File No. 814-00149), filed May 11, 2009.
 
 
†*10.18.
Amendment No.1 to Amended and Restated Employment Agreement between American Capital, Ltd. and Malon Wilkus effective as of December 10, 2009, incorporated herein by reference to Exhibit 2.k.6 of Form N-2 (File No. 333-183296), filed September 14, 2012.
 
 
†*10.19.
Amended and Restated Employment Agreement entered into and effective as of March 27, 2009 by and between Darin Winn and American Capital, Ltd., incorporated herein by reference to Exhibit 10.13 to Form 10-Q for the quarter ended March 31, 2009 (File No. 814-00149), filed May 11, 2009.
 
 
†*10.20.
Amendment No.1 to Amended and Restated Employment Agreement between American Capital, Ltd. and Darin Winn effective as of December 10, 2009, incorporated herein by reference to Exhibit 2.k.16 of Form N-2 (File No. 333-183296), filed September 14, 2012.
 
 
†*10.21.
Form of Indemnification Agreement entered into as of October 22, 2009 by and between American Capital, Ltd. and each of Malon Wilkus, Philip Harper, John Koskinen, Mary Baskin, Alvin Puryear, Kenneth Peterson, Jr., Stan Lundine, and Neil Hahl, incorporated herein by reference to Exhibit 10.1 to Form 8-K (File No. 814-00149), filed October 28, 2009.
 
 





†*10.22.
Form of American Capital Strategies, Ltd. 1997 Disinterested Director Stock Option Plan, incorporated herein by reference to Attachment I to the Definitive Proxy Statement for 1998 Annual Meeting (File No. 814-00149), filed April 15, 1998.
 
 
†*10.23.
Form of American Capital Strategies, Ltd. 1997 Stock Option Plan, incorporated herein by reference to Exhibit 2.i.2 of the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-29943), filed August 12, 1997, as further amended by Amendment No. 1 incorporated herein by reference to Attachment II to the Definitive Proxy Statement for the 1998 Annual Meeting (File No. 814-00149), filed April 15, 1998.
 
 
†*10.24.
Form of American Capital Strategies, Ltd. 2000 Disinterested Director Stock Option Plan, incorporated herein by reference to Appendix III to the Definitive Proxy Statement for the 2000 Annual Meeting (File No. 814-00149), filed April 5, 2000.
 
 
†*10.25.
Form of American Capital Strategies, Ltd. 2000 Employee Stock Option Plan, incorporated herein by reference to Appendix II to the Definitive Proxy Statement for the 2000 Annual Meeting filed April 5, 2000, as amended by Amendment No. 1, incorporated herein by reference to Exhibit II to the Definitive Proxy Statement for the 2001 Annual Meeting (File No. 814-00149), filed April 3, 2001.
 
 
†*10.26.
Form of American Capital Strategies, Ltd. 2002 Employee Stock Option Plan, incorporated herein by reference to Exhibit I to the Definitive Proxy Statement for the 2002 Annual Meeting (File No. 814-00149), filed April 12, 2002.
 
 
†*10.27.
Form of American Capital Strategies, Ltd. 2003 Employee Stock Option Plan, incorporated herein by reference to Exhibit I to the Definitive Proxy Statement for the 2003 Annual Meeting (File No. 814-00149), filed April 10, 2003.
 
 
†*10.28.
Form of American Capital Strategies, Ltd. 2004 Employee Stock Option Plan, incorporated herein by reference to Exhibit II to the Definitive Proxy Statement for the 2004 Annual Meeting (File No. 814-00149), filed March 26, 2004.
 
 
†*10.29.
Form of American Capital Strategies, Ltd. 2005 Employee Stock Option Plan, incorporated herein by reference to Exhibit III to the Definitive Proxy Statement for the 2004 Annual Meeting (File No. 814-00149), filed April 26, 2005.
 
 
†*10.30.
Form of American Capital Strategies, Ltd. 2006 Employee Stock Option Plan, incorporated herein by reference to Exhibit I to the Definitive Proxy Statement for the 2006 Annual Meeting (File No. 814-00149), filed April 11, 2006.
 
 
†*10.31.
Form of American Capital Strategies, Ltd. 2007 Stock Option Plan, incorporated herein by reference to Exhibit I to the Definitive Proxy Statement for the 2007 Annual Meeting (File No. 814-00149), filed March 27, 2007.
 
 
†*10.32.
Form of American Capital Strategies, Ltd. 2008 Stock Option Plan, incorporated herein by reference to Exhibit I to the Definitive Proxy Statement for the 2008 Annual Meeting (File No. 814-00149), filed April 4, 2008.
 
 
†*10.33.
Form of American Capital, Ltd. 2009 Stock Option Plan, incorporated herein by reference to Exhibit II to the Definitive Proxy Statement for the 2009 Annual Meeting (File No. 814-00149), filed April 30, 2009.
 
 
†*10.34.
Form of Amended and Restated American Capital Performance Incentive Plan, as adopted April 1, 2009, incorporated herein by reference to Exhibit 10.31 of Form 10-K for the year ended December 31, 2009 (File No. 814-00149), filed March 1, 2010.
 
 
†*10.35.
Form of Acceptance and Election Agreement for Amended and Restated American Capital Incentive Bonus Plan, incorporated herein by reference to Exhibit 2.i.12 of the Pre-Effective Amendment No. 1 to the Registration Statement on Form N-2 (File No. 333-133571), filed June 26, 2006.
 
 
†*10.36.
American Capital, Ltd. Disinterested Director Retention Plan, as amended December 11, 2008, incorporated herein by reference to Exhibit 10.14 of Form 10-K for the year ended December 31, 2008 (File No. 814-00149), filed March 2, 2009.
 
 
†*10.37.
Amended and Restated American Capital Strategies, Ltd. Employee Stock Ownership Plan, effective as of January 1, 2009 Amended and Restated American Capital Strategies, Ltd. 401(k) Plan, effective as of January 1, 2009, incorporated herein by reference to Exhibit 10.34 of Form 10-K for the year ended December 31, 2009 (File No. 814-00149), filed March 1, 2010.
 
 
*10.38.
Amended and Restated Custodian Agreement between American Capital, Ltd. (f/k/a American Capital Strategies, Ltd.) and PNC Bank, N.A., December 18, 2007, incorporated herein by reference to Exhibit 10.32 of Form 10-K for the year ended December 31, 2011 (File No. 814-00149), filed February 27, 2012.
 
 
*10.39.
Second Amended and Restated Custodian Agreement between American Capital, Ltd. (f/k/a American Capital Strategies, Ltd.) and Wells Fargo Bank, National Association, dated as of June 28, 2010, incorporated herein by reference to Exhibit 10.33 of Form 10-K for the year ended December 31, 2011 (File No. 814-00149), filed February 27, 2012.
 
 





*10.40.
Custodian Agreement between American Capital, Ltd. and Wells Fargo Bank, National Association, dated as of June 28, 2010, incorporated herein by reference to Exhibit 10.34 of Form 10-K for the year ended December 31, 2011 (File No. 814-00149), filed February 27, 2012.
 
 
*12.1.
Ratio of Earnings to Fixed Charges.
 
 
*14.0.
American Capital Strategies, Ltd. Code of Ethics and Conduct, incorporated herein by reference to Exhibit 2.r of Form N-2 (File No. 333-183296), filed September 14, 2012 and American Capital Strategies, Ltd. Personal Investments Code, incorporated herein by reference to Exhibit 2.r of Form N-2 (File No. 333-183296), filed September 14, 2012.
 
 
21.
Subsidiaries of the Company and jurisdiction of incorporation:
 
 
 
1) ACAS Business Loan LLC, 2006-1, a Delaware limited liability company
 
 
 
2) ACAS Business Loan Trust 2006-1, a Delaware statutory trust
 
 
 
3) ACAS Business Loan LLC 2007-1, a Delaware limited liability company
 
 
 
4) ACAS Business Loan Trust 2007-1, a Delaware statutory trust
 
 
 
5) ACAS Master Business Loan LLC, a Delaware limited liability company
 
 
 
6) ACAS CRE CDO 2007-1 Depositor, LLC, a Delaware limited liability company
 
 
 
7) American Capital TRS, LLC, a Delaware limited liability company
 
 
*23.1.
Consent of Ernst & Young LLP, incorporated by reference to Exhibit 23 of Form 10-K for the year ended December 31, 2012 (File No. 814-00149), filed March 1, 2013.
 
 
23.2.
Consent of Ernst & Young LLP relating to the financial statements of European Capital Limited.
 
 
23.3.
Consent of Ernst & Young LLP relating to the financial statements of American Capital Asset Management, LLC.
 
 
*24.
Powers of Attorneys of directors and officers.
 
 
31.1.
Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2.
Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.
Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
99.1.
European Capital Limited Consolidated Financial Statements as of December 31, 2012 and 2011 and for each of the Three Years Ended December 31, 2012
 
 
99.2.
American Capital Asset Management, LLC Consolidated Financial Statements as of December 31, 2012 and 2011 and for each of the Three Years Ended December 31, 2012
 
*
Fully or partly previously filed
Management contract or compensatory plan or arrangement
(b)
Exhibits
See the exhibits filed herewith.
 
(c)
Additional financial statement schedules
NONE







SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
AMERICAN CAPITAL, LTD.
 
 
 
 
By:
/s/    JOHN R. ERICKSON  
 
 
John R. Erickson
Chief Financial Officer

Date: April 1, 2013