SC 13D/A 1 americancap13da-112515.htm NOVEMBER 25, 2015 americancap13da-112515.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
SCHEDULE 13D
(RULE 13D - 101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
 
(Amendment No. 1)*
 
American Capital, Ltd.
(Name of Issuer)
 
Common Stock, $0.01 par value
(Title of Class of Securities)
 
02503Y 10 3
(CUSIP Number)
 
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
November 23, 2015
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.
 
*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 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).
 

 
 

 


 
1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott Associates, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
5,925,500
   
8.
SHARED VOTING POWER
   
 
0
   
9.
SOLE DISPOSITIVE POWER
   
 
5,925,500
   
10.
SHARED DISPOSITIVE POWER
   
 
0
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
5,925,500
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.2%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


 
 

 



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International, L.P.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
WC
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands, British West Indies
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
6,299,500
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
6,299,500
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
6,299,500
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.4%
   
14.
TYPE OF REPORTING PERSON
   
 
PN


 
 

 



1.
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Elliott International Capital Advisors Inc.
   
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
 
(a)    [x]
 
(b)    [ ]
   
3.
SEC USE ONLY
   
4.
SOURCE OF FUNDS
   
 
OO
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)      [ ]
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
6,299,500
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
6,299,500
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
 
6,299,500
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES    [ ]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
2.4%
   
14.
TYPE OF REPORTING PERSON
   
 
CO


 
 

 


 
The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”).  This Amendment No. 1 amends the Schedule 13D as specifically set forth herein.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On November 23, 2015, the Reporting Persons entered into a confidentiality agreement with the Issuer pursuant to which, among other things, the Issuer agreed to share certain non-public, confidential and/or proprietary information with the Reporting Persons. The confidentiality agreement expired pursuant to its terms at 5:00 p.m. EST on Tuesday, November 24, 2015. The foregoing description of the confidentiality agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
 
Item 5.
Interest in Securities of the Issuer.
 
Item 5(a) is hereby amended and restated to read as follows:
 
(a)           As of the close of business on November 24, 2015, Elliott, Elliott International and EICA collectively have combined economic exposure in the Issuer of approximately 9.1% of the shares of Common Stock outstanding.
 
The aggregate percentage of Common Stock reported owned by each person named herein is based upon 263,641,799 shares of Common Stock outstanding as of October 30, 2015, which is the total number of shares of Common Stock outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2015.
 
As of the close of business on November 24, 2015, Elliott beneficially owned 5,925,500 shares of Common Stock, constituting approximately 2.2% of the shares of Common Stock outstanding.
 
As of the close of business on November 24, 2015, Elliott International beneficially owned 6,299,500 shares of Common Stock, constituting approximately 2.4% of the shares of Common Stock outstanding. EICA, as the investment manager of Elliott International may be deemed to beneficially own the 6,299,500 shares of Common Stock beneficially owned by Elliott International, constituting approximately 2.4% of the shares of Common Stock outstanding.
 
Collectively, Elliott, Elliott International and EICA beneficially own 12,225,000 shares of Common Stock, constituting approximately 4.6% of the shares of Common Stock outstanding.
 
Collectively, Elliott, Elliott International and EICA have economic exposure comparable to approximately 4.4% of the shares of Common Stock outstanding pursuant to Derivative Agreements, as disclosed in Item 6.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
The first paragraph of Item 6 is hereby amended and restated to read as follows:
 
Elliott, itself and through The Liverpool Limited Partnership, a Bermuda limited partnership and a wholly-owned subsidiary of Elliott (“Liverpool”), and Elliott International have entered into notional principal amount derivative agreements (the “Derivative Agreements”) in the form of cash settled swaps with respect to 2,212,353 and 9,497,510 shares of Common Stock of the Issuer, respectively (representing economic exposure comparable to approximately 0.8% and 3.6% of the shares of Common Stock of the Issuer, respectively). Collectively, the Derivative Agreements held by the Reporting Persons represent economic exposure comparable to an interest in approximately 4.4% of the shares of Common Stock. The Derivative Agreements provide Elliott and Elliott International with economic results that are comparable to the economic results of ownership but do not provide them with the power to vote or direct the voting or dispose of or direct the disposition of the shares that are referenced in the Derivative Agreements (such shares, the “Subject Shares”). The Reporting Persons disclaim beneficial ownership in the Subject Shares. The counterparties to the Derivative Agreements are unaffiliated third party financial institutions.
 
 
 
 

 
 
 
Item 6 is hereby amended to add the following:
 
On November 23, 2015, the Reporting Persons entered into the confidentiality agreement as described in Item 4 and attached hereto as Exhibit 99.1.
 
Item 7.
Material to be Filed as Exhibits.
 
Item 7 is hereby amended to add the following exhibit:
 
 
99.1
Confidentiality Agreement by and among Elliott Associates, L.P., Elliott International, L.P. and American Capital, Ltd., dated November 23, 2015.
 

 
 

 


 
SIGNATURES
 
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
 
Dated:
November 25, 2015
 
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
 
       
       
 
By:
/s/ Elliot Greenberg
 
   
Elliot Greenberg,
 
   
Vice President
 
       
       
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
 
       
       
 
By:
/s/ Elliot Greenberg
 
   
Elliot Greenberg,
 
   
Vice President
 
       
       

ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
 
       
By:
/s/ Elliot Greenberg
 
 
Elliot Greenberg,
 
 
Vice President