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Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material

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Washington, D.C. 20549


(Rule 14a-101)


Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

On November 16, 2015, Elliott Associates, L.P. and Elliott International, L.P. (collectively, Elliott), issued the following press release:

Media Contact:

Stephen Spruiell
Elliott Management Corporation
(212) 478-2017

Elliott Announces Stake in American Capital

Opposes Plan to Spin out BDC Assets

Launches website

Introduces Five-Step Plan to Improve Value at ACAS

NEW YORK (November 16, 2015) Elliott Management Corporation (Elliott), which manages funds that hold an approximately 8.4% interest in American Capital, Ltd. (NASDAQ: ACAS) (the Company or ACAS), today filed a presentation with the SEC urging ACAS stockholders to vote AGAINST the Companys spin-off proposal (the Proposal). Elliott has also created a website,, where ACAS stockholders and other interested parties can view the presentation and other materials regarding the Proposals details and implications. In conjunction with this filing, Elliott sent the following letter to the Board of American Capital:

November 16, 2015

The Board of Directors American Capital
2 Bethesda Metro Center 14th Floor
Bethesda, MD 2081

Attention: Malon Wilkus, Chairman and Chief Executive Officer

Dear Members of the Board of Directors:

Elliott Associates, L.P. and Elliott International, L.P. (Elliott) hold an approximately 8.4% interest in American Capital, Ltd. (the Company or ACAS), making us one of the Companys largest stockholders. Elliott is a multi-strategy investment firm founded in 1977 with more than $27 billion in assets under management, focused on employing detailed research to address complex investment situations.

We are convinced that the Companys plan to spin out BDC assets into a new business development company and create a stand-alone, external asset manager will put valuable assets at risk, serve to entrench management and significantly limit options for future stockholder value creation. This morning Elliott is filing a preliminary proxy statement and intends to urge fellow stockholders to join us in voting AGAINST the Boards proposals.

The Boards proposal comes after years of value destruction, as ACAS shares have traded at a median price to net asset value of 71% since the beginning of 2011, compared to 115% for comparable BDCs.(1) We believe the source of this underperformance is:

(1) January 1, 2011 to November 13, 2015. BDCs with market capitalization greater than $750 million. Externally Managed BDCs: Ares Capital Corporation (ARCC), Prospect Capital Corporation (PSEC), FS Investment Corporation (FSIC), Apollo Investment Corporation (AINV), TPG Specialty Lending (TSLX), Fifth Street Finance (FSC), New Mountain Finance (NMFC) and Golub Capital (GBDC); Internally...